UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 20-F
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[ ] |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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[X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For fiscal year ended December 31, 2016
OR
|
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ______
OR
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[ ] |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report:
Commission file number: 333-130386
GENTOR RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands
(State or Other Jurisdiction of
Incorporation of Organization)
1 First Canadian Place, 100 King Street West, Suite 7070,
Toronto, Ontario, M5X 1E3, Canada
(Address of Principal Executive
Offices, including Zip Code)
Contact: Geoffrey G. Farr; Phone: (416) 366-2221; Fax:
(416) 366-7722; Address: 1 First Canadian
Place, 100 King
Street West, Suite 7070, Toronto, Ontario, M5X 1E3, Canada
(Name,
Telephone, E-mail and/or Facsimile Number and Address of Company Contact
Person)
Securities registered or to be registered pursuant to Section
12(b) of the Act:
None
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
Common Shares
Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of December 31, 2016:
95,253,840 common shares
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes_ No X
If this is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes_ No X
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No _
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
X No _
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer __ | Accelerated filer __ | Non-accelerated filer X |
| Emerging growth company __ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ___
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP X | International Financial Reporting Standards as issued by the International Accounting Standards Board __ | Other ___ |
If "Other" has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow:
__Item 17 __Item 18
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes _ No X
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes No
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GENTOR RESOURCES INC. - FORM 20-F
TABLE OF
CONTENTS
-iii-
TABLE OF CONTENTS
(continued)
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 20-F contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian provincial securities laws (such forward-looking statements and forward-looking information are referred to herein as "forward-looking statements"). Forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. All statements, other than statements which are reporting results as well as statements of historical fact, that address activities, events or developments that Gentor Resources Inc. (the "Company" or "Gentor") believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding exploration results, potential mineralization, potential mineral resources, and the Company's exploration and development plans and objectives with respect to its properties) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual events or results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual events or results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the possibility that future exploration results will not be consistent with the Company's expectations; uncertainties relating to the availability and costs of financing in the future; risks related to the exploration stage of the Company's properties; fluctuations in copper prices and currency exchange rates; inflation; changes in equity markets; political developments in Turkey; lack of infrastructure; failure to procure or maintain, or delays in procuring or maintaining, permits and approvals; lack of availability at a reasonable cost or at all, of equipment or labour; inability to attract and retain key management and personnel; changes to regulations or policies affecting the Company's activities; the uncertainties involved in interpreting geological data; the Company's history of losses and expectation of future losses; the Company's ability to acquire additional commercially mineable mineral rights; risks related to the integration of any new acquisitions into the Company's existing operations; increased competition in the mining industry; and the other risks disclosed under the heading "Risk Factors" in this Form 20-F.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. In connection with the forward-looking statements contained in this Form 20-F, the Company has made certain assumptions about the Company’s business, the economy and the mineral exploration industry in general, the Company’s exploration and/or development of its mineral properties (including its ability to fund same), the regulatory framework in Turkey with respect to, among other things, the Company’s ability to obtain, maintain, renew and/or extend required permits, licenses, authorizations and/or approvals from the appropriate regulatory authorities and the Company’s ability to continue to obtain qualified staff and equipment in a timely and cost-efficient manner, and has also assumed no unusual geological or technical problems occur, equipment works as anticipated and no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
CURRENCY
Unless stated otherwise or the context otherwise requires, all references in this Form 20-F to "US$" are to United States dollars and all references in this Form 20-F to "Cdn$" are to Canadian dollars.
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PART 1
Item 1. Identity of Directors, Senior Management and Advisors
This Form 20-F is being filed as an annual report under the United States Securities Exchange Act of 1934, as amended, (the "U.S. Exchange Act") and, as such, there is no requirement to provide any information under this item.
Item 2. Offer Statistics and Expected Timetable
This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.
Item 3. Key Information
A. Selected Financial Data
The selected consolidated financial information set forth below, which is expressed in United States dollars (the Company prepares its consolidated financial statements in United States dollars), has been derived from the Company's audited consolidated financial statements as at and for the financial years ended December 31, 2016, 2015, 2014, 2013 and 2012. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The selected consolidated financial information should be read in conjunction with the discussion in Item 5 of this Form 20-F and the consolidated financial statements of the Company filed as part of this Form 20-F. Historical results from any prior period are not necessarily indicative of results to be expected for any future period. For the years ended December 31, 2012 and December 31, 2013, the previously reported amounts have been restated to reflect the disposition of the Oman operations.
| (in US$000 except per share data) | |||||||||||||||
| 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | $ | - | |||||
| Net operating loss | (343 | ) | (939 | ) | (1,163 | ) | (1,596 | ) | (3,068 | ) | |||||
| Net loss from continuing operations | (274 | ) | (181 | ) | (1,055 | ) | (1,580 | ) | (2,748 | ) | |||||
| Net loss | (274 | ) | (181 | ) | (1,163 | ) | (20,107 | ) | (5,271 | ) | |||||
| Net loss per share | (0.00 | ) | (0.00 | ) | (0.02 | ) | (0.32 | ) | (0.08 | ) | |||||
| Current assets | 70 | 192 | 341 | 90 | 1,895 | ||||||||||
| Mineral properties | - | - | - | - | 18,248 | ||||||||||
| Total assets | 71 | 204 | 403 | 1,028 | 20,410 | ||||||||||
| Total liabilities | 692 | 553 | 1,093 | 1,105 | 571 | ||||||||||
| Net assets | (621 | ) | (349 | ) | (690 | ) | (78 | ) | 19,839 | ||||||
| Additional paid-in capital | 42,605 | 42,602 | 42,082 | 41,533 | 41,349 | ||||||||||
| Shareholders' equity (deficiency) | (621 | ) | (349 | ) | (690 | ) | (78 | ) | 19,839 | ||||||
| Weighted average common shares outstanding (in thousands) | 95,254 | 90,117 | 73,633 | 62,754 | 62,754 | ||||||||||
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Exchange Rates
On April 21, 2017, the noon rate of exchange as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was Cdn$1.00 = US$0.7406. The following table sets forth, for each of the years or, as applicable, months indicated, additional information with respect to the noon rate of exchange for Cdn$1.00. Such rates are set forth as U.S. dollars per Cdn$1.00 and are based upon the rates quoted by the Bank of Canada.
| Rate | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||
| Average (1) | 0.7564 | 0.7758 | 0.9027 | 0.9670 | 1.0008 |
_______________________________________
(1) The average rate means the average of the exchange rates on
the last day of each month during the year.
| Canadian/United States Dollar Noon Exchange Rates for the Previous Six Months | ||||||||||||||||||
| October | November | December | January | February | March | |||||||||||||
| Rate | 2016 | 2016 | 2016 | 2017 | 2017 | 2017 | ||||||||||||
| High | 0.7631 | 0.7498 | 0.7622 | 0.7675 | 0.7690 | 0.7531 | ||||||||||||
| Low | 0.7461 | 0.7363 | 0.7377 | 0.7442 | 0.7548 | 0.7405 | ||||||||||||
B. Capitalization and Indebtedness
This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.
C. Reason for the Offer and Use of Proceeds
This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.
D. Risk Factors
There are a number of risks that may have a material and adverse impact on the future operating and financial performance of Gentor and could cause the Company's operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with Gentor's business and its involvement in the mineral exploration industry.
An investment in the Company's common shares is considered speculative and involves a high degree of risk due to, among other things, the nature of Gentor's business (which is the exploration of mineral properties) and the present stage of its development. In addition to the other information presented in this Form 20-F, a prospective investor should carefully consider the risk factors set out below and the other information that Gentor files with the United States Securities and Exchange Commission (the "SEC") and with Canadian securities regulators before investing in the Company's common shares. The Company has identified the following non-exhaustive list of inherent risks and uncertainties that it considers to be relevant to its operations and business plans. Such risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. As well, additional risks that the Company is unaware of or that are currently believed to be immaterial may become important factors that affect the Company's business.
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The Company’s property is in the exploration stage, and there can be no assurances that the Company’s exploration activities will result in discoveries that are commercially viable.
The Company's property is in the exploration stage only and does not contain any "reserves", as that term is defined in SEC Industry Guide 7. The term "reserves" is defined in SEC Industry Guide 7 as "that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination". The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures are required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit, once discovered, will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Gentor not receiving an adequate return on invested capital.
There is no certainty that the expenditures made by Gentor towards the search for and evaluation of mineral deposits will result in discoveries that are commercially viable. In addition, in the case of a commercial ore-body, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced.
Exploration, development and mining involve a high degree of risk.
Mining operations generally involve a high degree of risk. Such operations are subject to all the hazards and risks normally encountered in the exploration for, and development and production of copper and other precious or base metals, including unusual and unexpected geologic formations, seismic activity, rock bursts, fires, cave-ins, flooding and other conditions involved in the drilling and removal of material as well as industrial accidents, labour force disruptions, fall of ground accidents in underground operations, and force majeure factors, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to person or property, environmental damage, delays, increased production costs, monetary losses and possible legal liability. Milling operations are subject to hazards such as equipment failure or failure of mining pit slopes and retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability. The Company may not be able to obtain insurance to cover these risks at economically feasible premiums. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, is not generally available to the Company or to other companies within the mining industry. The Company may suffer a material adverse effect on its business if it incurs losses related to any significant events that are not covered by insurance policies.
There is no assurance that the Company will be able to raise sufficient funds to pursue its objectives, and any delays in raising such funds could result in indefinite postponement of planned activities and could have a material adverse effect upon the Company.
As a mineral exploration company, the Company does not generate cash flow from its activities and it must rely primarily on issuances of its securities or the borrowing of funds to finance its operations. The exploration and development of the Company's property will require substantial funds and there is no assurance that such funds will be available to the Company on commercially reasonable terms or in sufficient amounts to allow the Company to continue to pursue its objectives.
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The inability of the Company to raise further funds, whether through additional equity issuances or by other means, could result in delays or the indefinite postponement of planned exploration or development activities or, in certain circumstances, the loss of some or all of its property interests or cessation of all exploration and development activities. The occurrence of any of these events could have a material adverse effect upon the Company.
The auditors’ report with respect to the financial statements included in this Form 20-F contains an explanatory paragraph in respect of there being substantial doubt about the Company’s ability to continue as a going concern.
The Company’s consolidated financial statements included herein were prepared under the assumption that the Company will continue as a going concern for the next twelve months. However, for the year ended December 31, 2016, the Company had a net loss of US$274,425 (year ended December 31, 2015 - US$180,846; year ended December 31, 2014 - US$1,162,625) and as at December 31, 2016 had an accumulated deficit of US$43,234,958 (as at December 31, 2015 – US$42,960,534). Therefore, as stated in the Report of Independent Registered Public Accounting Firm, there is substantial doubt as to the Company’s ability to continue on a going concern basis. The Company cannot guarantee its ability to continue as a going concern, and if it were to cease to continue as such, the Company’s securities would have little or no value.
The Company may be adversely affected by fluctuations in metal prices.
The economic viability of any precious metal property in which Gentor may have an interest will be significantly affected by changes in the market price of precious metals. Precious metal prices fluctuate on a daily basis and are affected by numerous factors beyond Gentor's control. The level of interest rates, the rate of inflation, world supply of precious metals and stability of exchange rates can all cause significant fluctuations in precious metal prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The price of precious metals has historically fluctuated widely and such fluctuations could have a material adverse effect on Gentor's business and financial condition.
The Company expects to raise additional capital through equity financing in the future, which would cause dilution and loss of voting power with respect to the Company’s existing shareholders.
The Company expects to undertake in the future additional offerings of common shares of the Company or of securities convertible into common shares of the Company. The increase in the number of common shares issued and outstanding and the possibility of sales of such common shares may depress the price of the Company’s common shares. In addition, as a result of such additional common shares, the voting power and ownership interest of the Company's existing shareholders would be diluted.
Negative market perception of junior mineral exploration companies could adversely affect the Company.
Market perception of junior mineral exploration companies such as the Company may shift such that these companies are viewed less favourably. This factor could impact the value of investors' holdings and the ability of the Company to raise further funds, which could have a material adverse effect on the Company's business, financial condition and prospects.
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The Company's property interests in a foreign country are subject to risks from political and economic instability.
The Company's mineral property is located in Turkey. A substantial portion of the Company's business is therefore exposed to various degrees of political, economic and other risks and uncertainties.
The Company's operations and investments may be affected by local political and economic developments, including expropriation, nationalisation, invalidation of government orders, permits or agreements pertaining to property rights, political unrest, labour disputes, limitations on repatriation of any earnings, limitations on mineral exports, limitations on foreign ownership, inability to obtain or delays in obtaining necessary permits, opposition to exploration or mining from local, environmental or other non-governmental organizations, government participation, royalties, duties, rates of exchange, high rates of inflation, price controls, exchange controls, currency fluctuations, taxation and changes in laws, regulations or policies. The Company's mineral property is located in or near communities that may now, or in the future, regard any operations in respect of such property as having a detrimental effect on their economic and social circumstances. Should this occur, it may have a material adverse impact on the viability of an operation. In addition, such an event may adversely affect the Company's ability to enter into new operations in the country.
The Company’s corporate structure and potential limitations in transacting business among the Company and its subsidiaries could have an adverse effect on the Company’s business and financial condition.
The Company is a foreign corporation and conducts operations through foreign subsidiaries and all of its mineral properties are held through these subsidiaries. Accordingly, any limitation on the transfer of cash or other assets between the Company and its subsidiaries, or among its subsidiaries, could restrict the Company's ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist in the future, could have an adverse impact upon the Company's business and financial condition.
The title to mineral claims is often uncertain and there may be challenges to or problems with the Company's title to its mineral properties.
While the Company has investigated its rights to explore and develop its mineral property, no assurance can be given that such rights will not be revoked, or significantly altered, to the detriment of the Company. Other parties may dispute title to any exploration properties in which the Company has an interest. The properties may be subject to prior unregistered agreements or transfers or other claims and may be affected by undetected defects.
The Company’s activities are subject to various laws and government approvals and no assurance can be given that the Company will be successful in obtaining or maintaining such approvals or that it will successfully comply with all applicable laws.
Gentor's mineral exploration and potential development activities are subject to various laws governing prospecting, mining, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although Gentor's activities are currently carried out in accordance with applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail development.
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Many of Gentor's mineral rights are subject to government approvals, licenses and permits. Such approvals, licenses and permits are, as a practical matter, subject to the discretion of the government. No assurance can be given that Gentor will be successful in maintaining any or all of the various approvals, licenses and permits in full force and effect without modification or revocation. To the extent such approvals are not maintained, Gentor may be delayed, curtailed or prohibited from continuing or proceeding with any planned exploration or development of mineral properties.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be delayed or curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
Amendments to current laws and regulations governing operations or more stringent implementation thereof could have a substantial adverse impact on Gentor and cause increases in exploration expenses, capital expenditures or require abandonment or delays in development of mineral interests.
Various market factors, both related and unrelated to the Company’s performance, could cause the market price for the Company’s securities to fluctuate significantly and could have a material adverse effect on an investor’s investment in the Company.
There can be no assurance that an active market for the Company's securities will be attained or sustained. The market price of the Company's securities may fluctuate significantly based on a number of factors, some of which are unrelated to the financial performance or prospects of the Company. These factors include macroeconomic developments in North America and globally, market perceptions of the attractiveness of particular industries, short-term changes in commodity prices, other precious metal prices, the attractiveness of alternative investments, currency exchange fluctuation, the political environment in Turkey and the Company's financial condition or results of operations as reflected in its financial statements. Other factors unrelated to the performance of the Company that may have an effect on the price of the securities of the Company include the following: the extent of analytical coverage available to investors concerning the business of the Company may be limited if investment banks with research capabilities do not follow the Company's securities; lessening in trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant numbers of securities of the Company; the size of the Company's public float may limit the ability of some institutions to invest in the Company's securities; the Company's operating performance and the performance of competitors and other similar companies; the public's reaction to the Company's press releases, other public announcements and the Company's filings with the various securities regulatory authorities; changes in estimates or recommendations by research analysts who track the Company's securities or the shares of other companies in the resource sector; the arrival or departure of key personnel; acquisitions, strategic alliances or joint ventures involving the Company or its competitors; and a substantial decline in the price of the securities of the Company that persists for a significant period of time could cause the Company's securities to be delisted from any exchange on which they are listed at that time, further reducing market liquidity. If there is no active market for the securities of the Company, the liquidity of an investor's investment may be limited and the price of the securities of the Company may decline. If such a market does not develop, investors may lose their entire investment in the Company's securities.
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The Company expects that it will be treated as a U.S. domestic corporation for U.S. federal income tax purposes.
The Company believes that it should be treated as a U.S. domestic corporation for U.S. federal income tax purposes under Section 7874 of the U.S. Internal Revenue Code and be subject to U.S. tax on its worldwide income. Treatment of the Company as a U.S. corporation for U.S. federal income tax purposes may have adverse tax consequences for non-U.S. shareholders. Holders of the Company’s common shares are urged to consult their own tax advisors regarding the acquisition, ownership and disposition of the Company’s common shares. This paragraph is only a brief summary of these tax rules and is qualified in its entirety by the section below entitled "Certain United States Federal Income Tax Considerations".
The Company has a history of losses and may never achieve revenues or profitability.
The Company has incurred losses since its inception and the Company expects to incur losses for the foreseeable future. The Company incurred the following net losses during each of the following periods:
| • | US$274,425 for the year ended December 31, 2016; | |
| • | US$180,846 for the year ended December 31, 2015; | |
| • | US$1,162,625 for the year ended December 31, 2014; | |
| • | US$20,106,911 for the year ended December 31, 2013; and | |
| • | US$5,270,719 for the year ended December 31, 2012. |
The Company had an accumulated deficit of US$43,234,958 as of December 31, 2016.
The Company expects to continue to incur losses unless and until such time as one or more of its properties enter into commercial production and generate sufficient revenues to fund continuing operations. The development of the Company's properties will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of exploration and development, the results of consultants' analysis and recommendations, the rate at which operating losses are incurred, and the Company's acquisition of additional properties, some of which are beyond the Company's control. There can be no assurance that the Company will ever achieve profitability.
The Company is exposed to a heightened degree of risk due to the lack of property diversification.
The Company currently has a mineral property in Turkey only. The Company will as a consequence be exposed to some heightened degree of risk due to the lack of property diversification. Adverse changes or developments affecting such properties would have a material and adverse effect on the Company's business, financial condition, results of operations and prospects.
The Company has no history of mining operations or profitability and is subject to all of the risk associated with establishing new mining operations and businesses.
The Company's mineral property in Turkey is in the exploration stage only. The development of properties found to be economically feasible will require the construction and operation of mines, processing plants and related infrastructure. As a result, Gentor is subject to all of the risks associated with establishing new mining operations and business enterprises including: the timing and cost, which can be considerable, of the construction of mining and processing facilities; the availability and costs of skilled labour and mining equipment; the availability and costs of appropriate smelting and/or refining arrangements; the need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits; and, the availability of funds to finance construction and development activities. The costs, timing and complexities of mine construction and development are increased by the location of the Company's property. It is common in new mining operations to experience unexpected problems and delays during construction, development, and mine start-up. In addition, delays in the commencement of mineral production often occur. Accordingly, there are no assurances that the Company's activities will result in profitable mining operations or that the Company will successfully establish mining operations or profitably produce copper (or other minerals) at any of its properties.
-8-
Mineral exploration involves a high degree of risk against which the Company is not currently insured.
The Company does not have insurance to cover the potential risks associated with its operations, including industrial accidents, damages to equipment and facilities, labour disputes, pollution, unusual or unexpected geological conditions, rock bursts, ground or slope failures, cave-ins, fires, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, earthquakes and other environmental occurrences. Losses from these events may cause Gentor to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.
The Company’s operations may be adversely affected by environmental hazards on the properties and related environmental regulations.
All phases of Gentor's operations are subject to environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the Company's intended activities. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Gentor's operations. Environmental hazards may exist on the properties on which Gentor holds interests which are unknown to Gentor at present and which have been caused by previous owners or operators of the properties. Reclamation costs are uncertain and planned expenditures may differ from the actual expenditures required.
The Company is a foreign corporation and the Company’s directors and officers except one director are outside the United States, which may make enforcement of civil liabilities difficult.
The Company is organized under the laws of the Cayman Islands, and its principal executive office is located in Toronto, Canada. All of the Company's directors and officers except one director reside outside of the United States, and all or a substantial portion of their assets and the Company's assets are located outside of the United States. As a result, it may be difficult for investors in the United States or otherwise outside of Canada to bring an action against directors or officers who are not resident in the United States or in other jurisdictions outside Canada. It may also be difficult for an investor to enforce a judgment obtained in a United States court or a court of another jurisdiction of residence predicated upon the civil liability provisions of federal securities laws or other laws of the United States or any state thereof or the equivalent laws of other jurisdictions outside Canada against those persons or the Company.
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The Company’s business depends on its ability to identify and acquire commercially mineable mineral rights, and there can be no assurances that it will be successful in such efforts.
Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any anticipated level of recovery of ore reserves will be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. Estimates of reserves, resources, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.
Gentor's future growth and productivity will depend, in part, on its ability to identify and acquire additional mineral rights that are ultimately commercially mineable, and on the costs and results of continued exploration and development programs. Mineral exploration is highly speculative in nature and is frequently non-productive. Substantial expenditures are required to: establish ore reserves through drilling and metallurgical and other testing techniques; determine metal content and metallurgical recovery processes to extract metal from the ore; and construct, renovate or expand mining and processing facilities.
In addition, if the Company discovers ore, it would take several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. As a result of these uncertainties, there can be no assurance that the Company will successfully acquire commercially mineable (or viable) mineral rights.
Litigation may adversely affect the Company’s financial position, results of operations or the Company's project development operations.
The Company is subject to litigation risks. All industries, including the mining industry, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company is or may become subject could have a material effect on its financial position, results of operations or the Company's project development operations.
Increased sales of the Company’s common shares by shareholders could lower the market price of the shares.
Sales of a large number of the Company's common shares in the public markets, or the potential for such sales, could decrease the trading price of such shares and could impair Gentor's ability to raise capital through future sales of common shares.
Fluctuations in currency could have a material impact on the Company’s financial statements.
The Company uses the U.S. dollar as its functional currency. Fluctuations in the value of the U.S. dollar relative to other currencies could have a material impact on the Company's consolidated financial statements by creating gains or losses. No currency hedge policies are in place or are presently contemplated.
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The loss of key management personnel or the inability to recruit additional qualified personnel may adversely affect the Company’s business.
The success of the Company depends on the good faith, experience and judgment of the Company's management and advisors in supervising and providing for the effective management of the business and the operations of the Company. The Company is dependent on a small number of key personnel, the loss of any one of whom could have an adverse effect on the Company. The Company currently does not have key person insurance on these individuals. The Company may need to recruit additional qualified personnel to supplement existing management and there is no assurance that the Company will be able to attract such personnel.
The Company may not be able to compete with current and potential exploration companies, some of whom have greater resources and technical facilities.
The mineral resource industry is very competitive in all of its phases. Significant competition exists for the acquisition of properties capable of producing metals. The Company competes with many companies possessing greater financial resources and technical facilities than itself. The Company may also encounter increasing competition from other mining companies in its efforts to hire experienced mining professionals. As well, there is competition for exploration resources at all levels, particularly affecting the availability of manpower, drill rigs and helicopters. Increased competition could also adversely affect the Company's ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.
Directors and officers may be in a position of conflict of interest with respect to the Company due to their relationships with other resource companies.
Directors and officers of the Company also serve as directors and/or officers of other companies involved in the exploration and development of mineral resource properties. As a result, conflicts may arise between the obligations of these individuals to the Company and to such other companies.
The Company has never paid and does not intend to pay dividends.
The Company has not paid out any cash dividends to date and has no plans to do so in the immediate future. As a result, an investor’s return on investment in the Company’s common shares will be solely determined by his or her ability to sell such shares in the secondary market.
Item 4. Information on the Company
A. History and Development of the Company
Gentor Resources Inc. is a company continued under the Companies Law (2011 Revision) of the Cayman Islands on February 28, 2012. The executive office of the Company is located at 1 First Canadian Place, Suite 7070, 100 King Street West, Toronto, Ontario, M5X 1E3, Canada, and the telephone number of such office is (416) 366-2221. The registered office of the Company is located at Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9007, Cayman Islands. The Company also has an office in Ankara, Turkey.
In March 2010, the Company completed the acquisition of all of the outstanding shares of APM Mining Limited (which subsequently changed its name to Gentor Resources Limited) ("Oman Holdco"), a British Virgin Islands company, in exchange for the issuance by the Company of a total of 10,362,000 common shares. In connection with this acquisition, the Company issued an additional 2,500,000 common shares pursuant to an amendment to the earn-in agreement between Al Fairuz Mining Company, LLC and Oman Holdco (the "Block 5 Earn-In Agreement"), which increased from 50% to 65% the equity interest in Al Fairuz Mining Company, LLC that Oman Holdco had the right to earn.
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As a result of the acquisition of Oman Holdco, the Company, through Oman Holdco, acquired the earn-in rights to the Block 5 and Block 6 properties in Oman. Al Fairuz Mining Company, LLC held the exploration licence for the Block 5 property. Pursuant to the Block 5 Earn-In Agreement, the Company, through Oman Holdco, acquired a 65% equity position in Al Fairuz Mining Company, LLC. Pursuant to an earn-in agreement between Al Zuhra Mining Company, LLC and Oman Holdco, the Company, through Oman Holdco, had the right to earn up to a 70% equity position in Al Zuhra Mining Company, LLC, which held the exploration licence for the Block 6 property.
In connection with the acquisition of Oman Holdco, the Company reconstituted its board of directors and appointed new officers.
In April 2010, the Company completed a private placement financing involving the issue and sale of 4,000,000 units of the Company at a price of US$0.50 per unit for total gross proceeds to the Company of US$2,000,000. Each such unit consisted of one common share of the Company and one warrant of the Company, with such warrant entitling the holder to purchase one common share of the Company at a price of US$0.75 for a period of 24 months from the date of issuance.
In July 2010, Gentor commenced an initial 3,000 metre drilling program on its Oman properties. The drilling program was designed to test a portion of the 56 targets which were identified by the airborne VTEM survey flown in March/April 2010. In November 2010, Gentor announced preliminary findings from its initial drilling program at its Oman properties.
During the last three months of 2010, the Company completed private placement financings involving the issue and sale of a total of 10,688,672 units of the Company at a price of US$0.75 per unit for total gross proceeds to the Company of US$8,016,505. Each such unit consisted of one common share of the Company and one warrant of the Company, with such warrant entitling the holder to purchase one common share of the Company at a price of US$0.90 for a period of 12 months from the date of issuance (the exercise period was subsequently extended by six months such that the exercise period became 18 months from the date of issuance of the warrant).
In January 2011, Gentor announced further findings from its initial drilling program at its Oman properties.
During the first three months of 2011, the Company completed private placement financings involving the issue and sale of a total of 6,516,668 units of the Company at a price of US$0.75 per unit for total gross proceeds to the Company of US$4,887,500. Each such unit consisted of one common share of the Company and one warrant of the Company, with such warrant entitling the holder to purchase one common share of the Company at a price of US$0.90 for a period of 12 months from the date of issuance (the exercise period was subsequently extended by six months such that the exercise period became 18 months from the date of issuance of the warrant).
In May, July and November 2011 and January and April 2012, Gentor announced findings from its second drilling program at its Oman properties.
In November 2011, the Company’s common shares commenced trading on the TSX Venture Exchange under the trading symbol "GNT".
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Also in November 2011, the Company completed a brokered private placement financing, pursuant to which the Company issued 2,163,000 units of the Company at a price of Cdn$1.00 per unit for total gross proceeds of Cdn$2,163,000. Each such unit consisted of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$1.25 for a period of one year from the date of issuance of the warrant. GMP Securities L.P. acted as the Company’s agent in respect of this financing.
The Company also announced in November 2011 that it had completed a non-brokered private placement financing, pursuant to which the Company issued 1,222,500 units of the Company at a price of Cdn$1.00 per unit for total gross proceeds of Cdn$1,222,500. Each such unit consisted of one common share of the Company and one warrant of the Company, with each such warrant entitling the holder to purchase one-half of one common share of the Company for a period of one year from the date of issuance of the warrant, provided that a minimum of two such warrants were required to be exercised by the holder thereof at any one time in order that any such exercise thereof would result in the purchase of one common share of the Company at a price of Cdn$1.25.
In February 2012, Gentor completed a corporate reorganization (the "Corporate Reorganization"), as a result of which Gentor’s corporate jurisdiction was moved from Florida to the Cayman Islands. The Corporate Reorganization was effected by a two-step process involving a merger of Gentor Resources, Inc. (the Florida company) with and into its wholly-owned Wyoming subsidiary, followed by a continuation of the surviving company into the Cayman Islands. Shareholders approved the Corporate Reorganization at the special meeting of shareholders held on February 24, 2012. Gentor believes that the change in its corporate jurisdiction to the Cayman Islands exposes the Company to business and financial advantages that may not otherwise have been as accessible to the Company. In particular, Gentor believes that the Corporate Reorganization resulted in simplification of the Company’s compliance with regulatory requirements and an enhanced ability to raise capital in Canadian, U.S. and international markets. As the Corporate Reorganization was effected solely to change the corporate jurisdiction of the Company, it did not result in any change in the Company’s daily business operations, management, location of the principal executive offices or its assets or liabilities.
As used in this document, the "Company" and "Gentor" refer to the existing Cayman Islands entity, Gentor Resources Inc., as well as the predecessor Florida entity, Gentor Resources, Inc. (incorporated on March 24, 2005).
In April 2012, the Company announced that it had entered into an agreement with a Turkish company pursuant to which the Company was granted a 12 month option period (the "Hacimeter Option") for the purposes of funding and carrying out the exploration for copper and base metals on properties (the "Hacimeter Project") located in northeastern Turkey.
In August and September 2012, the Company announced drilling results from the Hacimeter Project. This drilling program outlined significant high-grade massive sulphide extensions to the shallow stringer type volcanogenic massive sulphide ("VMS") system initially discovered at the Hacimeter Project.
In June 2012, the Company announced maiden Canadian National Instrument 43-101 mineral resource estimates for the Mahab 4 and Maqail South prospects at the Company’s Block 5 property in Oman.
In October 2013, the Company announced that (a) the Company’s search for Cyprus-type VMS deposits in Turkey has resulted in the identification in northern Turkey of several surface gossans in distal VMS settings and led to the signing by the Company’s local subsidiary in Turkey of two new joint venture option agreements with local Turkish groups (one of these agreements relates to the Company’s Karaburun project, which is the Company’s current focus and is described in Item 4.D. of this Form 20-F below), (b) having discovered further VMS mineralisation, but of insufficient size to eventually establish a commercial mining operation at the Hacimeter Project, Gentor allowed the Hacimeter Option to expire without continuing to form a joint venture, and (c) in light of continued depressed market conditions, Gentor was proposing to undertake a strategic review of its Oman properties over the coming months.
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Gentor determined during fiscal 2013 that it would not continue with its molybdenum-tungsten project in east-central Idaho, U.S. and relinquished its rights in respect of this project. The Company had not carried out any exploration work at this project since fiscal 2008.
In January 2014, the Company completed a non-brokered private placement of 7,500,000 units of the Company at a price of Cdn$0.0525 per unit for proceeds to the Company of Cdn$393,750. Each such unit consisted of one common share of the Company and one warrant of the Company, with each such warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.07 for a period of two years. Arnold T. Kondrat (a director and officer of the Company) was the purchaser of all of the said units.
In February 2014, Mr. Kondrat was appointed President and Chief Executive Officer of the Company replacing Dr. Peter Ruxton (Mr. Kondrat was Executive Vice-President of the Company prior to this appointment), and two new directors, Richard J. Lachcik and William R. Wilson, were appointed to Gentor’s board of directors, replacing David Twist and Rudolph de Bruin.
Also in February 2014, the Company completed a non-brokered arm’s length private placement of 2,000,000 units of the Company at a price of Cdn$0.075 per unit for proceeds to the Company of Cdn$150,000. Each such unit consisted of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.10 for a period of two years.
In April 2014, the Company announced that it had entered into an agreement with Savannah Resources plc (the "Purchaser") to sell all of Gentor’s properties in Oman to the Purchaser (the "Oman Sale"). The Oman Sale was completed in July 2014. The Oman Sale was effected by way of the sale to the Purchaser of all of Gentor’s shares in Oman Holdco. The interests of Gentor in its properties in Oman were held through Oman Holdco. The Oman Sale reflected Gentor’s focus on its copper exploration properties in Turkey. The consideration for the Oman Sale was comprised of a cash payment of US$800,000 paid to the Company on closing, together with the following deferred consideration (the "Deferred Consideration"):
| (a) |
The sum of US$1,000,000, payable to the Company upon a formal final investment decision being made to proceed with the development of a mine at the Block 5 project in Oman. |
| (b) |
The sum of US$1,000,000, payable to the Company upon the production of the first saleable concentrate or saleable product from ore derived from the Block 5 project in Oman. |
| (c) |
The sum of US$1,000,000, payable to the Company within six months of the payment of the Deferred Consideration in (b) above. |
The Purchaser may elect to pay up to 50% of the above Deferred Consideration by the issue to the Company of ordinary shares of the Purchaser. Where the Purchaser’s shares are so issued in satisfaction of Deferred Consideration, the number of shares to be issued will be determined by reference to the volume weighted average price of the Purchaser’s ordinary shares as traded on the AIM market of the London Stock Exchange plc for the 30 trading days prior to the date upon which the relevant Deferred Consideration is payable.
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In August 2014, the Company completed a non-brokered private placement of 3,000,000 units of the Company at a price of Cdn$0.06 per unit for proceeds to the Company of Cdn$180,000. Each such unit consisted of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.075 for a period of two years. Mr. Kondrat was the purchaser of all of the said units.
In September 2014, Gentor announced that, as a result of a Government tender process, it had acquired a new mineral exploration licence covering the remaining portion of the Karaburun VMS project in northern central Turkey, the southern part of which was already held by the Company under an existing Turkish joint venture agreement.
In October 2014, the Company completed a non-brokered private placement of 5,000,000 units of the Company at a price of Cdn$0.10 per unit for proceeds to the Company of Cdn$500,000. Each such unit consisted of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.15 for a period of one year. Richard J. Lachcik (a director of the Company) purchased 1,000,000 of the said units and Geoffrey G. Farr (Corporate Secretary of the Company) purchased 500,000 of the said units.
In December 2014, Gentor announced that it had received the final forestry drill permit from the Ministry of Forestry and Water Resources in Turkey enabling the Company to undertake its planned phase one diamond drilling program at its Karaburun project. The drill permit allowed Gentor to prepare access roads and drill at up to 27 locations.
In May 2015, Gentor announced that it had closed a non-brokered private placement of 15,000,000 units of the Company at a price of Cdn$0.06 per unit for proceeds to the Company of Cdn$900,000. Each such unit consisted of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.10 for a period of two years. Directors and officers of the Company purchased 10,100,000 of the units issued under this financing (Arnold T. Kondrat, who is Chief Executive Officer, President and a director of the Company, purchased 8,100,000 of the units, Richard J. Lachcik, who is a director of the Company, purchased 1,000,000 of the units, Donat K. Madilo, who is Chief Financial Officer of the Company, purchased 500,000 of the units, and Geoffrey G. Farr, who is Corporate Secretary of the Company, purchased 500,000 of the units).
In July 2015, Gentor reported the assay results for its phase one drilling at its Karaburun project in Turkey. Under the phase one diamond drilling program, Gentor completed seven drill holes for a total of 1,707.80 metres (see Item 4.D. of this Form 20-F below for additional information in respect of these drill results).
In February 2016, Gentor announced that it had signed a letter of intent ("LOI") with Lidya Madencilik Sanayi ve Ticaret A.S. ("Lidya") (a Turkish mining company) for a proposed joint venture to further explore and develop Gentor’s Karaburun project. The LOI set out the intention to grant to Lidya an option ("Option") to acquire an 80% interest in the Karaburun project. The Option was subject to the negotiation and execution of a definitive agreement for the Option contemplated to be signed within 120 days from the signing of the LOI. The LOI provided that the Option period shall be 24 months from the date of signing the definitive agreement, and that upon signing the LOI Lidya shall make a cash payment to Gentor for US$50,000.
In May 2016, Gentor announced that its proposed joint venture with Lidya to further explore and develop the Karaburun project would not be proceeding, following notification from Lidya that Lidya decided to not pursue the proposed joint venture.
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In September 2016, Gentor announced that Dr. Ruxton has resigned from the board of directors of the Company.
B. Business Overview
General
Gentor is a mineral exploration company focussed on the discovery and development of mineral resources. The Company’s current focus is its Karaburun project in northern Turkey.
Competitive Conditions
The mineral exploration and mining business is competitive in all phases of exploration, development and production of mineral properties. As a mineral exploration company, the Company may compete with a number of entities in the mineral exploration business in various aspects of the business including: (a) seeking out and acquiring mineral exploration properties; (b) obtaining the resources necessary to identify and evaluate mineral properties and to conduct exploration and development activities on such properties; and (c) raising the capital necessary to fund its operations.
The mining industry is competitive in all its phases, and the Company may compete with other companies that have greater financial resources and/or more advanced properties. The ability of Gentor to acquire properties depends, to a large part, on its success in exploring and developing its present properties and on its ability to select, acquire and bring to production suitable properties or prospects for mineral exploration and development. Gentor may compete with other exploration and mining companies for procurement of equipment and for the availability of skilled labour. Factors beyond the control of the Company may affect the marketability of minerals, if any, mined or discovered by the Company. See Item 3.D. of this Form 20-F, "Risk Factors".
Government Regulations
The Company's mineral property is located in Turkey and, as such, Gentor's activities are exposed to various levels of regulatory, economic, political and other risks and uncertainties associated with operations in a foreign jurisdiction.
Social or Environmental Policies
Gentor has not yet adopted any specific social policies; however, Gentor is committed to conducting its business activities in a manner that promotes sustainable development and an improvement in the social welfare of the regions in which it operates. In addition, the Company aims to limit the impact of its activities on the natural environment and the surrounding communities. Gentor's fundamental policy is to conduct its business responsibly and in a manner designed to protect its representatives, the community and the environment. Gentor is committed to conducting its business in a manner that provides a safe and healthy workplace and environment for its employees.
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C. Organizational Structure
The following diagram presents, as of the date of this Form 20-F, the names of the Company’s significant subsidiaries and the jurisdiction where they are incorporated, as well as the percentage of votes attaching to all voting securities of each such subsidiary beneficially owned, or controlled or directed, directly or indirectly, by the Company:
_______________________________________
(1) The Company’s Karaburun project in Turkey is held through
Gentor Aslan Madencilik Sanayi Ve Ticaret Limited Sirketi.
D. Property, Plants and Equipment
The Company does not have any material tangible fixed assets.
Gentor’s Mineral Properties
Gentor is a mineral exploration company which currently has one project, the Karaburun project in northern Turkey (see Figure 1). The Karaburun project is in the exploration stage and a substantial amount of capital will have to be spent on this project before the Company will know whether it contains commercially viable mineral deposits. The Karaburun project is without known reserves and the work carried out to date on the property is exploratory in nature.
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Figure 1
Background
During 2013, the Company carried out exploration activities in Turkey consisting of detailed geological and more general terrain scale prioritization, target generation and opportunity identification in central and northern Turkey. The latter involved the development of a regional exploration database, desk top prospectivity reviews, reconnaissance mapping projects in various districts and a number of visits to mineral properties of interest. This work resulted in the identification by the Company of several surface gossans in distal VMS settings, and led to the negotiation by the Company of two joint venture option agreements with local Turkish entities covering these properties.
After the signing of these option agreements, the attention was directed to the properties covered by the agreements. At the first option agreement (the "First Option") ground, a 2.5 kilometre-long trail of gossanous material was identified, geologically mapped and traversed by geochemical soil profiles. Similar mapping and soil sampling in the second option agreement ground revealed a one kilometer-long gossan marked altered zone. However, in order to concentrate funds on the First Option ground and in view of the less than expected level of mineralisation at the second option agreement ground, this second option was let to lapse in May 2014.
In September 2014, the Company announced that it had acquired a new exploration licence (the "Karaburun Licence") as a result of a government tender process, which new licence covers the remaining portion of the Karaburun VMS prospect, the southern part of which was held under the First Option.
The Karaburun Licence and First Option ground cover the bulk of the prospective stratigraphy hosting the Karaburun VMS mineralised deposit (see Figure 2). Note that the "Gentor JV" ground shown in Figure 2 below refers to the First Option ground. Preliminary exploration by Gentor of this gossan/VMS system showed that it is of distal Besshi-style character in Mesozoic mafic volcanic and metasedimentary schists, similar to other nearby copper deposits in this Central Pontide region of northern Turkey.
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In December 2014, the Company announced that it had received the final forestry drill permit from the Ministry of Forestry and Water Resources in Turkey enabling Gentor to undertake its planned phase one diamond drilling program at the Karaburun project. Gentor reported the results from this drilling program in July 2015 (see "Drill Review" below).
Figure 2
In order to concentrate funds on the Karaburun Licence ground, being the most prospective ground at the Karaburun project taking into account the results from the phase one drilling program, Gentor terminated the First Option. The ground covered by the Karaburun Licence therefore currently comprises Gentor’s Karaburun project.
Table 1 below provides details in respect of the Karaburun Licence.
Table 1
| LICENCE NO. | HOLDER | DATE OF ISSUE | DATE OF EXPIRY | MINERALS | AREA (ha) |
| E: 3314507 | Gentor Aslan Madencilik Sanayi Ve Ticaret Limited Sirketi | September 17, 2014 | September 17, 2021 | Cu, Zn, Au, Ag | 1,803.99 |
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Mineral rights in Turkey are held by the State. The surface rights to the Karaburun project are also owned by the State. Mineral exploration licenses are issued initially for one year and are extendable by further periods of two and then four years. Successful holders are expected to submit production licensing reports; once approved, these licenses are issued from 10 years upward. Operating licenses are renewable for a total of 60 years. In exceptional situations, the State is empowered to issue further extensions. After each period of licensing, technical and expenditure reporting are mandated. In order to undertake exploitation, a production permit is needed.
For the Karaburun Licence, which is an exploration license held directly by Gentor’s Turkish subsidiary, there is an annual license fee of approximately US$335 and Gentor’s Turkish subsidiary was required to incur at least TL 70,318 (US$26,535) until the first anniversary of the license (which it so incurred). As well, a report of findings and a documented list of expenditure must be submitted by such subsidiary to the Mining Department in order to qualify for a further two year general exploration period.
Karaburun Project
The Karaburun project is a metavolcanics and schist-hosted VMS (volcanogenic massive sulphide) system in forest terrain about 17 kilometres northwest of the town of Boyabat in the Sinop District of the Black Sea region, northern central Turkey (see Figure 1). Gentor has outlined a 2.5 kilometre-long gossanous, Besshi-style VMS mineralised system within Mesozoic Ophiolite-related mafic metavolcanics and schists, similar in both age and character to the Hanönü copper deposit (which is currently being developed), some 11 kilometres to the northwest.
The Karaburun project is accessible by a good road network from Ankara (approximately 340 kilometres) and Istanbul (approximately 650 kilometres), and via daily flights from Istanbul to Kastamonu, Sinop and Samsun. The access to the Karaburun project is by way of rural and/or forestry roads which are normally non-tarmac. Four wheel drive vehicles are often needed in winter periods when heavy snowfall makes access difficult.
Within 15 kilometres of the Karaburun project, there is 32 kVA power source and open water sources.
The Karaburun project lies in a largely pine-covered forest with elevations ranging from 1,000 to 1,100masl, and is about 70 kilometres from the shores of the Black Sea to the north. Below freezing temperatures are experienced from November through April, however, it is possible to run a year round exploration operation at the Karaburun project.
In July 2015, Gentor issued a press release announcing the assay results for its phase one diamond drilling program. Under this drilling program, Gentor completed seven drill holes for a total of 1,707.80 metres. The logging of the mostly HQ-size core and assays on the split core confirmed the presence of a Besshi-style VMS mineralisation marked by over 30 metres thick (to the extent known) and stacked sulphide zones which host chalcopyrite-bearing horizons. With drilling effectively almost across dip, the apparent copper intersections in these horizons so far are narrow and less than one metre in length; however, they carry 2 to 6% Cu. The drill data indicates a gentle northerly dip for both the mineralisation and its black schist hosts. As a result, to drill across dip in the optimum orientation, the attention going forward is the Karaburun Licence ground (such that the First Option was terminated by Gentor as referred to above). For this purpose, an application to drill at as many as 34 new locations (see Figure 3) was lodged with the Forestry Department in Ankara, Turkey.
Previous work in both the First Option area and the Karaburun Licence area, confirmed widespread copper and zinc anomalism, in initial hand-held XRF measurement of stream sediment and soil geochemical samples, over outcropping and shallow depth continuations of gossan. Recent work led to a better definition of the gossanous outcrops: while some of the gossans are now known to have more limited extent, the main gossan, where most of the drills concentrated on, remains large.
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Drill Review
The geology is dominated by the widespread occurrence of metavolcanics which have intercalations of black schists. The most important results from logging of the cores and an examination of the assay data show that the mineralisation is dominated by massive and semi-massive pyrites and that these are concentrated mostly in black schists. These pyrite rich zones attain an apparent thickness of over 30 metres and are stacked. They have horizons with significant chalcopyrite content. The most important of the chalcopyrite zones are those intersected by drill hole J9 with 0.60 metres with 5 ppm Ag and 2.21% Cu and drill hole J29 with 0.50 metres with 18 ppm Ag and 5.96% Cu in the main gossan zone (see Figure 4).
Figure 3
These are important in indicating that the massive sulphides occur in a stacked fashion and that they can host high grade copper. The mineralisation was detected in four of the holes and these were sent for assay (see Figure 4). The highlights from the assay are listed in Table 2 below. J21 intersected 7.25 metres core with 0.34% Cu; J28 hosts several horizons with 0.25% Cu; J29 cut three significant horizons (18.70 metres with 0.27% Cu; 32.80 metres with 0.35% Cu & 4.10 metres with 1.31% Cu including 0.50 metres with 5.96% Cu – see Table 2).
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It is noted that most of the mineralised horizons are affected by chlorite/epidote alteration. Accompanying these alteration minerals is widespread occurrence of pyrite - almost always at about 1% level (see Figures 5 and 6). Hence, the wide zones are marked by surface markings of iron. Another significant finding is the slight divergence between the schistosity and the original bedding (see Figure 5). While the schistosity appears to dip very gently to the south, the bedding is gently towards the north. As a result, the bulk of any mineralised package is believed to lie in the Karaburun Licence area. The mineralised package appears to plunge to SW or WSW (see Figure 6).
Figure 4
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Figure 5
Figure 6
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Table 2
| DDH ID | From | To | Length | Cu |
| (m) | (m) | (m) | % | |
| J9 | 183.2 | 183.8 | 0.6 | 2.21 |
| J21 | 248.85 | 256.1 | 7.25 | 0.34 |
| incl. | 251.6 | 254.6 | 3 | 0.51 |
| J28 | 1.3 | 39 | 37.7 | 0.15 |
| incl. | 3.5 | 6.5 | 3 | 0.25 |
| & | 20.1 | 26.3 | 6.2 | 0.25 |
| & | 29.1 | 33.8 | 4.7 | 0.27 |
| also | 57.1 | 65 | 7.9 | 0.15 |
| J29 | 22 | 40.7 | 18.7 | 0.27 |
| also | 45.8 | 78.6 | 32.8 | 0.35 |
| incl. | 48.9 | 61.2 | 12.3 | 0.42 |
| & | 64.8 | 71 | 6.2 | 0.45 |
| & | 74.1 | 78.6 | 4.5 | 0.44 |
| also | 155.8 | 159.9 | 4.1 | 1.31 |
| incl. | 159.4 | 159.9 | 0.5 | 5.96 |
Exploration Review
Rock and soil geochemical results gathered by Gentor at Karaburun have defined widespread Cu-Zn-Ag-Au and Co anomalies coincident with numerous stacked stratigraphic mineralised gossan horizons - numbered Main and 1 to 8. Mapping and insitu soil analyses with portable XRF along 100 metre spaced N-S oriented soil geochemical profiles has confirmed and refined the anomalism in relation to the positions of insitu ironstone gossans and their down-slope boulder trains. This data highlights the stratigraphically lower eastern end Main Lode as Cu-rich (+500 ppm Cu) and the central portion (No. 6/7 lodes) as Zn-rich (+250 ppm Zn), whereas the upper western lodes exhibit a more polymetallic Cu-Au-Ag rich signature.
Stream sediment sampling with portable XRF analysis conducted within the Sevlik Creek drainage encompassing the VMS system, highlights the anomalous copper (see Figure 7) and zinc geochemistry for several kilometres down-stream from the gossans and within the exposed system, against a low background elsewhere (note that the "Gentor JV" ground shown in Figure 7 below refers to the ground covered by the First Option, which has now been terminated by Gentor as referred to above). To the north of the main gossan zones, several anomalous drainages support potential for more mineralisation in the area. Mapping and soil geochemistry over the central northern part of the area led to the identification of new stringer-style mineralisation marked by narrow argillic and/or hematitic alteration zones with pyrite and copper oxides.
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Figure 7
Qualified Person
William R. Wilson, a director of the Company and a "qualified person" as such term is defined in National Instrument 43-101, has reviewed and approved the technical information in this Form 20-F relating to the mineral properties.
All soil and rock samples from the Karaburun project were placed in sealed bags by Company geologists and sent to the ALS Chemex Laboratory (which is independent of the Company) in Izmir, Turkey where the samples were prepared and analysed for gold by fire assay using a 30g charge and for 41 elements by ICP. The rock samples were crushed down to minus 2 mm and split with half of the sample pulverized down to 90% passing 75 microns. The soil and stream sediment samples were sieved to minus 2 mm before analysis. As part of the Company's quality assurance/quality control procedures, internationally recognized standards, duplicates and blanks were used.
The Company made extensive use of a hand-held XRF instrument in the field during reconnaissance and follow-up rock, soil and stream sediment surveys at the Karaburun project. At each locality, mean of three readings were recorded. Some of the selected samples from the Karaburun project were re-analysed by the same instrument in a more controlled office environment together with measurements on internationally recognised standard rock samples.
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Drill cores for assaying were taken from varying intervals based on geological interpretation and cut with a diamond saw, with one-half of the core placed in sealed bags and sent for sample preparation in Izmir, Turkey. The core samples were then crushed to -2mm, split and pulverized down to 85% passing 75 microns. Approximately 150 grams of pulverized sample were then analysed in Izmir at the ALS Laboratory (which is independent of the Company). Analyses were carried out after four-acid digestion followed by determinations with ICP. As part of the Company's quality assurance/quality control procedures, which adhere to international recognized standards, duplicates, blanks and standards were inserted into sample batches.
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. Operating and Financial Review and Prospects
See the management's discussion and analysis of the Company for the year ended December 31, 2016 incorporated by reference into this Form 20-F as Exhibit 15.1.
A. Operating Results
See the management's discussion and analysis of the Company for the year ended December 31, 2016 incorporated by reference into this Form 20-F as Exhibit 15.1.
B. Liquidity and Capital Resources
See the management's discussion and analysis of the Company for the year ended December 31, 2016 incorporated by reference into this Form 20-F as Exhibit 15.1.
C. Research and Development, Patents and Licenses, etc.
The Company is a mineral exploration company and does not carry on any research and development activities. The Company does not hold any patents.
D. Trend Information
None of the Company's assets are in production or generate revenue. However, the cyclical nature of the prices of metals, particularly the price of copper, is reasonably likely to have an effect on the Company's liquidity and capital resources. If the price of copper or the worldwide demand for copper decreases, there would likely be an adverse effect on the Company’s ability to raise additional funding and attract exploration partners for its properties. Recently, junior mineral exploration companies have experienced difficulties raising new money, and capital raising activities completed by such companies have often resulted in substantial dilution to existing shareholders.
E. Off-Balance Sheet Arrangements.
The Company does not have any off-balance sheet arrangements.
F. Tabular Disclosure of Contractual Obligations
The Company does not have any contractual obligations (within the meaning of Form 20-F) requiring disclosure under this item.
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G. Safe Harbor
Not applicable.
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
The directors and senior management of the Company, their ages and term of continuous service are as follows:
| Current Position(s) | |||
| Name | Age | with the Company | Served Since |
| Arnold T. Kondrat (1) | 64 | President, Chief Executive Officer and a director | July 31, 2007 (director and officer) |
| Donat K. Madilo | 55 | Chief Financial Officer | March 8, 2010 |
| Geoffrey G. Farr | 50 | General Counsel and Corporate Secretary | April 7, 2011 |
| Richard J. Lachcik (1) | 59 | Director | February 13, 2014 |
| William R. Wilson (1) | 74 | Director | February 13, 2014 |
| (1) |
Member of the audit committee of the board of directors of the Company. |
Arnold T. Kondrat - Mr. Kondrat is the Company's principal founder and has over 30 years of management experience in the resource exploration industry. During this time, he has been an officer and director of a number of publicly-traded resource exploration companies, in both Canada and the United States. He has been a director of the Company since July 2007, was Executive Vice President of the Company from July 2007 to February 2014 and has been the President and Chief Executive Officer of the Company since February 2014. Mr. Kondrat is the principal founder, Executive Vice President and a director of Banro Corporation ("Banro") (a gold mining company listed on the Toronto Stock Exchange and the NYSE MKT LLC). He is also the principal founder, President, Chief Executive Officer and a director of Loncor Resources Inc. ("Loncor") (a mineral exploration company listed on the Toronto Stock Exchange), principal founder, Chief Executive Officer and a director of Delrand Resources Limited ("Delrand") (previously a mineral exploration company listed on NEX (a separate board of the TSX Venture Exchange) currently carrying out a change of business transaction), and President of Sterling Portfolio Securities Inc. (a private venture capital firm based in Toronto).
Donat K. Madilo – Mr. Madilo has over 27 years of experience in accounting, administration and finance in the Democratic Republic of the Congo (the "DRC") and North America. He is Senior Vice President, Commercial and DRC Affairs at Banro, Chief Financial Officer of each of Loncor and Gentor, and Treasurer of Delrand. Mr. Madilo’s previous experience includes Chief Financial Officer of Banro, director of finance of Coocec-ceaz (a credit union chain in the DRC) and senior advisor at Conseil Permanent de la Comptabilité au Congo, the accounting regulation board in the DRC. He holds a Bachelor of Commerce (Honours) degree from Institut Supérieur de Commerce de Kinshasa, a B.Sc. (Licence) in Applied Economics from University of Kinshasa and a Masters of Science in Accounting (Honours) from Roosevelt University in Chicago.
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Geoffrey G. Farr – From February 2011 to present, Mr. Farr has been Vice President, General Counsel and Corporate Secretary of Banro, and General Counsel and Corporate Secretary of each of Gentor, Loncor and Delrand. He is also currently a director of Delrand. Prior to February 2011, Mr. Farr practised corporate and securities law in Toronto for 17 years, which included extensive experience in representing public companies. He holds a LL.B. from the University of Ottawa and a B.Comm. from Queen’s University.
Richard J. Lachcik - Mr. Lachcik is a partner of the law firm Norton Rose Fulbright Canada LLP. He has been practising corporate and securities law in Toronto, Canada for over 30 years. Mr. Lachcik has extensive experience in representing public companies and has also acted for a number of investment dealers. He has been an officer and director of a number of Canadian public resource companies.
William R. Wilson – Mr. Wilson is Director, Executive Vice President and Chief Financial Officer of TUVERA Exploration Inc. TUVERA is a private B.S. holding company for the ARVENUT exploration properties in Nevada, Utah and New Mexico. He has created and managed 11 mining companies over 25 years with properties in the U.S., Canada, Russia, the DRC and Ukraine. Mr. Wilson is a Qualified Professional in Mining, Metallurgy/Processing and Environmental Compliance (Member no. 01063QP) of the Mining and Metallurgical Society of America. He has a degree in Metallurgical Engineering from the Colorado School of Mines and a Masters of Business Administration degree from the University of Southern California. Mr. Wilson has been involved in the mining industry for more than 35 years. He has been a director and senior officer of a number of public companies in both Canada and the United States, and has been a member of the audit committee of several of these companies.
There are no family relationships among any of the Company's directors or senior management.
There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or officer of the Company.
The following directors of the Company are presently directors of other issuers that are public companies:
| Name of Director | Names of Other Issuers | |
| Arnold T. Kondrat | Delrand Resources Limited | |
| Loncor Resources Inc. | ||
| Richard J. Lachcik | Cerro Grande Mining Corporation | |
| Loncor Resources Inc. | ||
| William R. Wilson | Delrand Resources Limited | |
| Loncor Resources Inc. |
Other than the board of directors, the Company does not have an administrative, supervisory or management body.
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B. Compensation
Named Officers
Summary Compensation Table
The following table sets forth certain information with respect to the compensation of the officers of the Company set out in the following table (the "Officers") for the financial year ended December 31, 2016.
| Name and Principal Position | Salary (US$) |
Share-based awards (US$) |
Option-based awards (1) (US$) |
Non-equity incentive plan compensation - Annual Incentive Plan (US$) |
All other
Compensation (US$) |
Total Compensation (US$) |
|
Arnold T. Kondrat Chief Executive Officer |
Nil | N/A | Nil | Nil | $128,850 (2) | $128,850 |
|
Donat K. Madilo Chief Financial Officer |
Nil | N/A | Nil | Nil | Nil | Nil |
|
Geoffrey G. Farr General Counsel and Corporate Secretary |
$32,000 | N/A | Nil | Nil | Nil | $32,000 |
| (1) |
No stock options were awarded in 2016. |
| (2) |
This amount represents management fees for Mr. Kondrat of US$108,432 (these fees are accrued in Canadian dollars, with the total fee amount for 2016 in Canadian dollars being Cdn$144,000) and life insurance premiums paid by the Company of US$20,418. |
Incentive Plan Awards
The following table provides details regarding outstanding option and share-based awards held by the Officers as at December 31, 2016:
|
Outstanding share-based awards and option-based awards | |||||||
|
Option-based Awards |
Share-based Awards | ||||||
| Name | Option grant date |
Number of
securities underlying unexercised options(1) (#) |
Option
exercise price (2) |
Option
expiration date |
Aggregate
value of unexercised in-the- money options (3) (US$) |
Number of shares or units that have not vested (#) |
Market or
payout value of share- based awards that have not vested (US$) |
| Arnold T. Kondrat | May 23, 2014 | 500,000 | Cdn$0.15 (US$0.11) |
May 23, 2019 | Nil | N/A | N/A |
| Donat K. Madilo | May 23, 2014 | 200,000 | Cdn$0.15 (US$0.11) |
May 23, 2019 | Nil | N/A | N/A |
| Geoffrey G. Farr | May 23, 2014 | 250,000 | Cdn$0.15 (US$0.11) |
May 23, 2019 | Nil | N/A | N/A |
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| (1) |
1/4 of the stock options vest on each of the 6 month, 12 month, 18 month and 24 month anniversaries of the grant date. |
| (2) |
The exercise price of all of the stock options set out in the above table is in Canadian dollars. The U.S. dollar figures set out in this column of the table were calculated using the noon exchange rate on Friday, December 30, 2016 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.7448. |
| (3) |
This is based on the last closing sale price per share of the Company’s common shares as at Friday, December 30, 2016 of Cdn$0.01 as reported by the TSX Venture Exchange, which is equivalent to US$0.008 using the noon exchange rate on Friday, December 30, 2016 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.7448. |
The following table provides details regarding outstanding option-based awards, share-based awards and non-equity incentive plan compensation held by the Officers, which vested and/or were earned during the year ended December 31, 2016:
| Incentive plan awards - value vested or earned during the year | |||
| Name | Option-based awards
- Value vested during the year (1) (US$) |
Share-based awards -
Value vested during the year (US$) |
Non-equity incentive
plan compensation - Value earned during the year (US$) |
| Arnold T. Kondrat | Nil | N/A | N/A |
| Donat K. Madilo | Nil | N/A | N/A |
| Geoffrey G. Farr | Nil | N/A | N/A |
| (1) |
Identifies the aggregate dollar value that would have been realized by the Officer if he had exercised all options exercisable under the option-based award on the vesting date(s) thereof. |
Non-Executive Directors
The directors of the Company were not paid any fees by the Company during the financial year ended December 31, 2016 for their services in their capacity as directors.
The Company's directors are eligible to receive stock option grants under the Corporation's stock option plan, as determined by the board of directors of the Company (the "Board"). The exercise price of such stock options is determined by the Board, but shall in no event be less than the last closing price of the Company’s common shares on the TSX Venture Exchange prior to the date the stock options are granted.
All directors of the Company are entitled to receive reimbursement for reasonable out-of-pocket expenses related to their attendance at meetings or other expenses incurred for Company purposes.
Director Summary Compensation Table
The following table sets out certain information with respect to compensation of each of the Company's directors in the year ended December 31, 2016, other than Mr. Kondrat. See "Named Officers - Summary Compensation Table" above for details regarding the compensation of Mr. Kondrat during 2016.
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| Name | Fees earned (US$) |
Share-based awards (US$) |
Option-based awards (1) (US$) |
Non-equity incentive plan compensation (US$) |
All other
Compensation (US$) |
Total (US$) |
| Richard J. Lachcik | Nil | N/A | Nil | N/A | Nil (2) | Nil |
| Peter A. Ruxton (3) | Nil | N/A | Nil | N/A | Nil | Nil |
| William R. Wilson | Nil | N/A | Nil | N/A | Nil | Nil |
| (1) |
No stock options were awarded in 2016. |
| (2) |
During the financial year ended December 31, 2016, the Company incurred legal expenses (plus taxes) of Cdn$6,061 to Norton Rose Fulbright Canada LLP. Mr. Lachcik is a partner of Norton Rose Fulbright Canada LLP. |
| (3) |
Dr. Ruxton resigned as a director of the Company in Q3 2016. |
Incentive Plan Awards
The following table provides details regarding the outstanding option and share based awards held as at December 31, 2016 by the directors of the Company other than Mr. Kondrat. See "Named Officers - Incentive Plan Awards" above for details regarding the outstanding stock options held by Mr. Kondrat as at December 31, 2016.
| Outstanding share-based awards and option-based awards | |||||||
| Option-based Awards | Share-based Awards | ||||||
| Name | Option grant
date |
Number of
securities underlying unexercised options (1) (#) |
Option exercise
price (2) |
Option
expiration date |
Aggregate
value of unexercised in-the- money options (3) (US$) |
Number of
shares or units of shares that have not vested (#) |
Market or
payout value of share- based awards that have not vested (US$) |
| Richard J. Lachcik | May 23, 2014 | 150,000 | Cdn$0.15 (US$0.11) |
May 23, 2019 | Nil | N/A | N/A |
| William R. Wilson | May 23, 2014 | 150,000 | Cdn$0.15 (US$0.11) |
May 23, 2019 | Nil | N/A | N/A |
| (1) |
1/4 of the stock options vest on each of the 6 month, 12 month, 18 month and 24 month anniversaries of the grant date. |
| (2) |
The exercise price of each of the stock options set out in the above table is in Canadian dollars. The U.S. dollar figures set out in this column of the table were calculated using the noon exchange rate on Friday, December 30, 2016 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.7448. |
| (3) |
This is based on the last closing sale price per share of the Company’s common shares as at Friday, December 30, 2016 of Cdn$0.01 as reported by the TSX Venture Exchange, which is equivalent to US$0.008 using the noon exchange rate on Friday, December 30, 2016 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.7448. |
The following table provides details regarding outstanding option-based awards, share-based awards and non-equity incentive plan compensation in respect of the directors of the Company other than Mr. Kondrat, which vested and/or were earned during the year ended December 31, 2016. See "Named Officers - Incentive Plan Awards" above for such details in respect of Mr. Kondrat.
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| Incentive plan awards - value vested or earned during the year | |||
| Name | Option-based awards -
Value vested during the year (1) (US$) |
Share-based awards - Value
vested during the year (US$) |
Non-equity incentive plan
compensation - Value earned during the year (US$) |
| Richard J. Lachcik | Nil | N/A | N/A |
| Peter A. Ruxton (2) | Nil | N/A | N/A |
| William R. Wilson | Nil | N/A | N/A |
| (1) |
Identifies the aggregate dollar value that would have been realized by the director if the director had exercised all options exercisable under the option-based award on the vesting date(s) thereof. |
| (2) |
Dr. Ruxton resigned as a director of the Company in Q3 2016. |
Other Information
Neither the Company nor its subsidiaries provides pension, retirement or similar benefits.
C. Board Practices
Each director of the Company holds office until the close of the next annual meeting of shareholders of the Company following his election or appointment, unless his office is earlier vacated in accordance with the articles of association of the Company. See Item 6.A. of this Form 20-F for the dates the directors of the Company were first elected or appointed to the Company's Board. No director of the Company has any service contract with the Company or any subsidiary of the Company providing for benefits upon termination of service. However, the terms of the Company’s stock option plan accelerate the vesting of stock options granted under such plan in the event of a take-over bid in respect of the Company (see Item 6.E. of this Form 20-F). See Item 6.B. of this Form 20-F for information in respect of the stock options of the Company held by the Company’s directors and officers.
The Board does not have any standing committees other than an audit committee (the "Audit Committee"). Given the size of the Company and the number of directors on the Board, the Board performs the functions of a compensation committee itself.
There is no contract, agreement, plan or arrangement that provides for payments to an officer of the Company at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in an executive officer's responsibilities.
Audit Committee
The members of the Audit Committee are Arnold T. Kondrat, Richard J. Lachcik and William R. Wilson.
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Summary of Terms of Reference for the Audit Committee
The Audit Committee must be comprised of at least three directors, each of whom must satisfy the financial literacy, experience and other requirements of applicable corporate and securities laws and applicable stock exchange requirements and guidelines. The Audit Committee must (a) review the annual financial statements of the Company and the related management’s discussion and analysis before they are approved by the Board, and (b) review all interim financial statements of the Company and the related management’s discussion and analysis and, if thought fit, approve all interim financial statements and the related management’s discussion and analysis. In addition, the Audit Committee is responsible for:
|
• |
making recommendations to the Board as to the appointment or re-appointment of the external auditor; | |
|
• |
pre-approving all non-audit services to be provided by the external auditor to the Company; | |
|
• |
overseeing the work of the external auditor in performing its audit or review services and overseeing the resolution of any disagreements between management and the external auditor; and | |
|
• |
having direct communication channels with the Company’s external auditors. |
The Audit Committee is empowered to retain independent counsel and other advisors as it determines necessary to carry out its duties.
D. Employees
The following sets out the number of employees which the Company and its subsidiaries had as at December 31, 2016, December 31, 2015 and December 31, 2014:
| Dec. 31, | Dec. 31, | Dec. 31, | |
| Location | 2016 | 2015 | 2014 |
| Gentor executive office in Toronto, Canada | 4 | 4 | 3 |
| Turkey (mineral project) | 1 | 2 | 3 |
| Totals: | 5 | 6 | 6 |
Neither the Company nor any of its subsidiaries has any unionized employees.
Neither the Company nor any of its subsidiaries employ a significant number of temporary employees.
E. Share Ownership
The following table sets out the number of common shares held by the Company's directors and officers as of April 21, 2017 (including the percentage of the Company's outstanding common shares represented by such shares) and the number of stock options and common share purchase warrants of the Company held by the Company's directors and officers as of April 21, 2017 (each stock option or warrant, as applicable, is exercisable for one common share of the Company).
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| Number of | Percentage of | |||
| Common | Outstanding | Number of | Number of | |
| Name | Shares Owned | Common Shares | Stock Options Held | Warrants Held |
| Geoffrey G. Farr | 1,000,000 | 1.05% | 250,000 stock options exercisable at a price of Cdn$0.15 per share until May 23, 2019. | 250,000 common share purchase warrants exercisable at a price of Cdn$0.10 per share until May 6, 2017. |
| Donat K. Madilo | 500,000 | 0.53% | 200,000 stock options exercisable at a price of Cdn$0.15 per share until May 23, 2019. | 250,000 common share purchase warrants exercisable at a price of Cdn$0.10 per share until May 6, 2017. |
| Arnold T. Kondrat | 32,097,500 | 33.70% | 500,000 stock options exercisable at a price of Cdn$0.15 per share until May 23, 2019. | 4,050,000 common share purchase warrants exercisable at a price of Cdn$0.10 per share until May 6, 2017. |
| Richard J. Lachcik | 2,000,000 | 2.1% | 150,000 stock options exercisable at a price of Cdn$0.15 per share until May 23, 2019. | 500,000 common share purchase warrants exercisable at a price of Cdn$0.10 per share until May 6, 2017. |
| William R. Wilson | Nil | Nil | 150,000 stock options exercisable at a price of Cdn$0.15 per share until May 23, 2019. | Nil |
Equity Compensation Plans
The Company has a stock option plan, which was established in 2011 (the "Option Plan"). As of April 21, 2017, there are outstanding under the Option Plan 1,250,000 stock options. The following is a summary of certain terms of the Option Plan.
| (a) |
Stock options may be granted from time to time by the Board to such directors, officers, employees and consultants of the Company or a subsidiary of the Company, and in such numbers, as are determined by the Board at the time of the granting of the stock options. | |
| (b) |
The number of common shares of the Company reserved from time to time for issuance to optionees pursuant to stock options granted under the Option Plan shall not exceed 11,000,000 common shares. | |
| (c) |
The exercise price of each stock option shall be determined in the discretion of the Board at the time of the granting of the stock option, provided that the exercise price shall not be lower than the "Market Price". "Market Price" means the last closing price of the common shares on the TSX Venture Exchange prior to the date the stock option is granted. | |
| (d) |
At no time shall: |
| (i) |
the number of common shares reserved for issuance pursuant to stock options granted to insiders of the Company exceed 10% of the outstanding common shares; |
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| (ii) |
the number of stock options granted to insiders of the Company, within a 12 month period, exceed 10% of the outstanding common shares; | |
| (iii) |
the number of common shares reserved for issuance pursuant to stock options or pursuant to any other stock purchase or option plans of the Company granted to any one optionee exceed 5% of the outstanding common shares; | |
| (iv) |
the number of common shares issued pursuant to stock options to any one optionee, within a one-year period, exceed 5% of the outstanding common shares; | |
| (v) |
the number of stock options granted to any one consultant in a 12 month period exceed 2% of the outstanding common shares; or | |
| (vi) |
the aggregate number of stock options granted to persons employed in investor relations activities exceed 2% of the outstanding common shares in any 12 month period without the express consent of the TSX Venture Exchange. |
| (e) |
In the event a "take-over bid" (as such term is defined under Ontario securities laws) is made in respect of the Company’s common shares, all unvested stock options shall become exercisable (subject to any necessary regulatory approval) so as to permit the holders of such stock options to tender the common shares received upon exercising such stock options pursuant to the take-over bid. | |
| (f) |
All stock options shall be for a term determined in the discretion of the Board at the time of the granting of the stock options, provided that no stock option shall have a term exceeding five years and, unless the Board at any time makes a specific determination otherwise (but subject to the terms of the Option Plan), a stock option and all rights to purchase common shares pursuant thereto shall expire and terminate immediately upon the optionee who holds such stock option ceasing to be at least one of a director, officer or employee of or consultant to the Company or a subsidiary of the Company, as the case may be. | |
| (g) |
Unless otherwise determined by the Board at the time of the granting of the stock options, one- quarter of the stock options granted to an optionee vest on each of the 6 month, 12 month, 18 month and 24 month anniversaries of the grant date. | |
| (h) |
Except in limited circumstances in the case of the death of an optionee, stock options shall not be assignable or transferable. | |
| (i) |
Disinterested shareholder approval is required prior to any reduction in the exercise price of a stock option if the optionee holding such stock option is an insider of the Company. | |
| (j) |
The Company may amend from time to time the terms and conditions of the Option Plan by resolution of the Board. Any amendments shall be subject to the prior consent of any applicable regulatory bodies, including the TSX Venture Exchange (to the extent such consent is required). | |
| (k) |
The Board has full and final discretion to interpret the provisions of the Option Plan, and all decisions and interpretations made by the Board shall be binding and conclusive upon the Company and all optionees, subject to shareholder approval if required by the TSX Venture Exchange. |
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| (l) |
The Option Plan does not provide for financial assistance by the Company to an optionee in connection with an option exercise. |
The following table reflects certain information about the number of securities issued and available under the Option Plan, all of which information is stated as of April 21, 2017.
| Number of common shares | |||
| Number of common shares | Exercise price of | remaining available | |
| to be issued upon exercise of | outstanding stock | for future issuance | |
| stock options outstanding | options per share | (excluding outstanding awards) | |
| 1,250,000 (1) | Cdn$0.15 | 9,750,000 common shares |
| (1) |
Each of these stock options was granted on May 23, 2014, expires on May 23, 2019 and vests at the rate of 25% every 6 months after the grant date. |
A copy of the Option Plan is incorporated by reference into this Form 20-F as Exhibit 4.1.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
To the knowledge of management of the Company, based on a review of publicly available filings, the following are the only persons or companies who beneficially own 5% or more of the outstanding common shares of the Company.
| Number of Shares | Percentage of Outstanding | |
| Name of Shareholder | Beneficially Owned (1) | Common Shares (1) |
| Arnold T. Kondrat (2) | 32,097,500 (3) | 33.70% |
| Arabian Peninsula Projects Ltd | 10,362,000 (4) | 10.88% |
| Galena Special Situations Master Fund Limited | 6,838,667 (5) | 7.18% |
| (1) |
The information in these columns of the table is as at April 21, 2017. |
| (2) |
Mr. Kondrat is Chief Executive Officer, President and a director of the Company. |
| (3) |
With respect to the common shares of the Company currently held by Mr. Kondrat, 3,047,500 of such shares were acquired by Mr. Kondrat in 2012, 9,000,000 of such shares were acquired by Mr. Kondrat in 2014 and 8,100,000 of such shares were acquired by Mr. Kondrat in 2015. See also Item 6.E. of this Form 20-F with respect to the stock options and common share purchase warrants of the Company held by Mr. Kondrat. |
| (4) |
Arabian Peninsula Projects Ltd ("APP") was the sole shareholder of the company (APM Mining Limited) acquired by Gentor in March 2010 when it acquired the Oman properties (following the said acquisition, APM Mining Limited changed its name to Gentor Resources Limited). Gentor issued 10,362,000 common shares to APP as the consideration for the said acquisition (see Item 4.A. of this Form 20-F for additional information with respect to this acquisition). The Company subsequently sold Gentor Resources Limited in July 2014 (see Item 4.A. of this Form 20-F for additional information with respect to this sale). The Company understands that the terms of the preference shares of APP provide that, on the happening of certain events, which occurred when the Company’s shares were listed on the TSX Venture Exchange in November 2011, the holders of such preference shares may exchange such shares for an equivalent number of the Company’s common shares held by APP. In the event that such holder does not exercise such exchange right, the board of directors of APP has the power to redeem the holder’s shares on the same basis, a right which the APP board of directors has advised the Company that it intends to exercise (but which, to the knowledge of the Company, has not occurred as of the date of this Form 20-F). |
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| (5) |
Galena Special Situations Master Fund Limited acquired in 2010 6,666,667 of these common shares of the Company. |
None of the shareholders disclosed above have any voting rights with respect to their respective common shares of the Company that are different from any other holder of common shares of the Company.
As of April 21, 2017, based on the Company’s shareholders’ register, there were 21 shareholders of record of the Company’s common shares in the United States, holding 30.62% of the outstanding common shares of the Company.
Control by Foreign Government or Other Persons
To the best of the knowledge of management of the Company, the Company is not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person, severally or jointly.
Change of Control
As of the date of this Form 20-F, there are no arrangements known to the Company which may at a subsequent date result in a change in control of the Company.
B. Related Party Transactions
See Item 4.A. of this Form 20-F for information with respect to private placement financings carried out by the Company in 2014 and 2015 involving directors and officers of the Company.
C. Interests of Experts and Counsel
This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
Consolidated Financial Statements
The consolidated financial statements of the Company are filed as part of this annual report under Item 18.
Legal or Arbitration Proceedings
The Company is not aware of any current or pending material legal or arbitration proceeding to which it is or is likely to be a party or of which any of its properties are or are likely to be the subject.
The Company is not aware of any material proceeding in which any director, member of senior management or affiliate of the Company is either a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
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Dividend Policy
The Company has not paid any dividend or made any other distribution in respect of its outstanding shares and management does not anticipate that the Company will pay dividends or make any other distribution in respect on its shares in the foreseeable future. The Company's Board, from time to time, and on the basis of any earnings and the Company's financial requirements or any other relevant factor, will determine the future dividend or distribution policy of the Company with respect to its shares.
B. Significant Changes
There have been no significant changes in the affairs of the Company since the date of the audited annual consolidated financial statements of the Company as at and for the year ended December 31, 2016, other than as discussed in this Form 20-F.
Item 9. The Offer and Listing
A. Offer and Listing Details
The Company's common shares are listed for trading on the TSX Venture Exchange under the symbol "GNT", and have been so listed since November 7, 2011. The Company’s common shares are also quoted in the United States on the OTC Pink tier of the OTC Link (the "OTC Pink") under the trading symbol "GNTOF", and have been so quoted since May 1, 2015. Prior to May 1, 2015, such shares were quoted in the United States on the OTCQB tier of the OTC Link (the "OTCQB").
TSX Venture Exchange ("TSX-V")
The following table discloses the annual high and low sales prices in Canadian dollars for the common shares of the Company for the five most recent financial years of the Company as traded on the TSX-V.
| Year | High (Cdn$) | Low (Cdn$) |
| 2016 | $0.025 | $0.005 |
| 2015 | $0.100 | $0.025 |
| 2014 | $0.250 | $0.035 |
| 2013 | $0.125 | $0.02 |
| 2012 | $1.09 | $0.055 |
The following table discloses the high and low sales prices in Canadian dollars for the common shares of the Company for each quarterly period within the two most recent financial years of the Company, and for the most recently completed fiscal quarter of the Company, all as traded on the TSX-V.
| Quarter Ended | High (Cdn$) | Low (Cdn$) |
| March 31, 2017 | $0.015 | $0.015 |
| December 31, 2016 | $0.01 | $0.01 |
| September 30, 2016 | $0.01 | $0.01 |
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| Quarter Ended | High (Cdn$) | Low (Cdn$) |
| June 30, 2016 | $0.01 | $0.005 |
| March 31, 2016 | $0.020 | $0.010 |
| December 31, 2015 | $0.035 | $0.025 |
| September 30, 2015 | $0.060 | $0.030 |
| June 30, 2015 | $0.065 | $0.040 |
| March 31, 2015 | $0.100 | $0.040 |
The following table discloses the monthly high and low sales prices in Canadian dollars for the common shares of the Company for the most recent six months as traded on the TSX-V.
| Month | High (Cdn$) | Low (Cdn$) |
| April 2017 (to April 21) | $0.025 | $0.01 |
| March 2017 | $0.015 | $0.015 |
| February 2017 | no trades on TSX-V | no trades on TSX-V |
| January 2017 | no trades on TSX-V | no trades on TSX-V |
| December 2016 | $0.01 | $0.01 |
| November 2016 | $0.01 | $0.01 |
| October 2016 | $0.01 | $0.01 |
OTC Pink and OTCQB
The following table discloses the annual high and low market prices in United States dollars for the common shares of the Company for the five most recent financial years of the Company as traded on the OTC Pink and the OTCQB, as applicable.
| Year | High (US$) | Low (US$) |
| 2016 | $0.016 | $0.007 |
| 2015 | $0.097 | $0.016 |
| 2014 | $0.223 | $0.046 |
| 2013 | $0.10 | $0.0176 |
| 2012 | $1.01 | $0.09 |
The following table discloses the high and low market prices in United States dollars for the common shares of the Company for each quarterly period within the two most recent financial years of the Company and the most recently completed fiscal quarter of the Company as traded on the OTC Pink and OTCQB, as applicable.
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| Quarter Ended | High (US$) | Low (US$) |
| March 31, 2017 | $0.007 | $0.007 |
| December 31, 2016 | $0.007 | $0.007 |
| September 30, 2016 | $0.007 | $0.007 |
| June 30, 2016 | $0.007 | $0.007 |
| March 31, 2016 | $0.016 | $0.007 |
| December 31, 2015 | $0.0216 | $0.016 |
| September 30, 2015 | $0.043 | $0.02 |
| June 30, 2015 | $0.097 | $0.043 |
| March 31, 2015 | $0.097 | $0.097 |
The following table discloses the monthly high and low market prices in United States dollars for the common shares of the Company for the most recent six months as traded on the OTC Pink.
| Month | High (US$) | Low (US$) |
| April 2017 (to April 21) | $0.007 | $0.006 |
| March 2017 | $0.007 | $0.007 |
| February 2017 | $0.007 | $0.007 |
| January 2017 | $0.007 | $0.007 |
| December 2016 | $0.007 | $0.007 |
| November 2016 | $0.007 | $0.007 |
| October 2016 | $0.007 | $0.007 |
B. Plan of Distribution
This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.
C. Markets
The Company's outstanding common shares are listed on the TSX-V and are also quoted in the United States on the OTC Pink.
D. Selling Shareholder
Not applicable.
E. Dilution
Not applicable.
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F. Expenses of the Issue
Not applicable.
Item 10. Additional Information
A. Share Capital
This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.
B. Memorandum and Articles of Association
A copy of the memorandum and articles of association of the Company is incorporated by reference into this Form 20-F as Exhibit 1.1.
The Company is a corporation governed by the Companies Law (2011 Revision) of the Cayman Islands (the "Companies Law") and is registered with the Registrar of Companies for the Cayman Islands under registration number 266618. Under the Companies Law, the memorandum of association of the Company may, by "special resolution" (see below for definition), be amended with respect to any objects, powers or other matters specified therein. Under the Companies Law, "special resolution" means a resolution passed at a general meeting by a majority of not less than two-thirds of the votes cast by the shareholders who are entitled to vote in respect of that resolution or, if so authorized by the Company’s articles of association, a resolution in writing signed by all the shareholders entitled to vote on that resolution.
The Company’s memorandum of association provides that the Company’s objects are unrestricted.
The Company's authorized share capital consists of US$50,000 divided into 500,000,000 common shares with a par value of US$0.0001 per share, of which 95,253,840 common shares were issued and outstanding as of April 21, 2017. The following is a summary of the material provisions attaching to the common shares:
The holders of the Company’s common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of the shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Holders of the common shares are not entitled to preemptive rights, and the common shares are not subject to conversion rights, redemption provisions, or sinking fund provisions. Subject to the prior rights of any shares ranking senior to the common shares (of which there are also presently none), the holders of the common shares are entitled to (i) receive any dividends as and when declared by the Board, out of the assets of the Company properly applicable to the payment of dividends, in such amount and in such form as the Board may from time to time determine, and (ii) receive the remaining property of the Company in the event of any liquidation, dissolution or winding-up of the Company.
Under the Company's articles of association, a director of the Company may only be (a) a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested, or (b) be interested in another corporation in which the Company is interested, if the director discloses the nature and extent of his interest to the other directors of the Company and such other directors resolve to approve the director’s interest. Such a director may vote on any resolution concerning a matter in which the director has an interest so long as the director disclosed such interest in accordance with the Company's articles of association.
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Also under the Company's articles of association, the Company's directors may be paid such remuneration for their services as the Board may from time to time determine. The directors are also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof.
With respect to borrowing powers, the Company's articles of association provide that the directors of the Company may by resolution exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.
A director of the Company need not be a shareholder of the Company.
The annual meeting of shareholders of the Company is held at such time in each year (but not later than 15 months after holding the last preceding annual meeting of shareholders) and at such place as the Board may from time to time determine. The Board has the power to call a special meeting of shareholders of the Company at any time.
The only persons entitled to be present at a meeting of shareholders are those entitled to vote thereat, the directors and, if the Company’s financial statements are to be presented, the auditor of the Company and others who, although not entitled to vote, are entitled or required under any provision of the Companies Law or the articles of association of the Company to be present at the meeting. Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting.
A quorum for the transaction of business at any meeting of shareholders is two persons present in person or by proxy representing not less than 5% of the votes of the shares entitled to vote on resolutions to be considered at the meeting.
Disclosure of Share Ownership
In general, under applicable securities regulation in Canada, a person or company who beneficially owns, directly or indirectly, voting securities of an issuer or who exercises control or direction over voting securities of an issuer or a combination of both, carrying more than 10% of the voting rights attached to all the issuer's outstanding voting securities is an insider and must, within 10 days of becoming an insider, file a report in the required form effective the date on which the person became an insider. The report must disclose any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer. Additionally, securities regulation in Canada provides for the filing of a report by an insider of a reporting issuer whose holdings change, which report must be filed within five days from the day on which the change takes place.
The rules in the U.S. governing the ownership threshold above which shareholder ownership must be disclosed are more stringent than those discussed above. Section 13 of the U.S. Exchange Act imposes reporting requirements on persons who acquire beneficial ownership (as such term is defined in Rule 13d-3 under the U.S. Exchange Act) of more than 5% of a class of an equity security registered under Section 12 of the U.S. Exchange Act. In general, such persons must file, within 10 days after such acquisition, a report of beneficial ownership with the SEC containing the information prescribed by the regulations under Section 13 of the U.S. Exchange Act. This information is also required to be sent to the issuer of the securities and to each exchange where the securities are traded.
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C. Material Contracts
Except for contracts entered into in the ordinary course of business and other than as may be referred to elsewhere in this Form 20-F, there are no material contracts to which the Company is currently a party that were entered into by the Company or any of its subsidiaries during the two years immediately preceding the date of this Form 20-F.
D. Exchange Controls
There are no governmental laws, decrees, regulations or other legislation, including foreign exchange controls, in Canada or the Cayman Islands which may affect the export or import of capital or that may affect the remittance of dividends, interest or other payments to non-resident holders of the Company's securities.
E. Certain United States and Canadian Income Tax Considerations
(1) Certain United States Federal Income Tax Considerations
The following is a general summary of certain material U.S. federal income tax considerations applicable to a shareholder arising from and relating to the acquisition, ownership and disposition of common shares of the Company ("Common Shares").
This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a shareholder arising from and relating to the acquisition, ownership and disposition of Common Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular shareholder that may affect the U.S. federal income tax consequences to such shareholder, including specific tax consequences to a shareholder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any shareholder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences to shareholders of the acquisition, ownership and disposition of Common Shares. Except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each prospective shareholder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of Common Shares.
No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the "IRS") has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership and disposition of Common Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.
Scope of This Disclosure
Authorities
This summary is based on the Internal Revenue Code of 1986 (the "Code"), U.S. Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this summary. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.
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U.S. Holders
For purposes of this summary, the term "U.S. Holder" means a beneficial owner of Common Shares that is for U.S. federal income tax purposes:
| (i) |
an individual who is a citizen or resident of the U.S.; | |
| (ii) |
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia; | |
| (iii) |
an estate whose income is subject to U.S. federal income taxation regardless of its source; or | |
| (iv) |
a trust that (A) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (B) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. |
Non-U.S. Holders
For purposes of this summary, a "non-U.S. Holder" is a beneficial owner of Common Shares that is not a U.S. Holder and is not treated as a partnership (or entity or arrangement classified as a partnership) for U.S. federal income tax purposes.
U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed
This summary does not address the U.S. federal income tax considerations to Company shareholders that are subject to special provisions under the Code, including the following: (i) shareholders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (ii) shareholders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (iii) shareholders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (iv) shareholders that have a "functional currency" other than the U.S. dollar; (v) shareholders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (vi) shareholders that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (vii) shareholders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (viii) U.S. expatriates or former long-term residents of the United States; (ix) controlled foreign corporations and passive foreign investment companies; and (x) shareholders that own or have owned, directly, indirectly, or by attribution, 5% or more, by voting power or value, of the outstanding Common Shares. Shareholders that are subject to special provisions under the Code, including shareholders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal estate and gift, U.S. state and local tax, and foreign tax consequences relating to the ownership and disposition of Common Shares.
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If an entity or arrangement that is classified as a partnership (or a "pass-through" entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership and the partners of such partnership of the ownership and disposition of Common Shares generally will depend in part on the activities of the partnership and the status of such partners. This summary does not address the tax consequences to any such partner or partnership. Partners of entities or arrangements that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of Common Shares.
Treatment of the Company as a U.S. Corporation
The Company believes that it should be treated as a U.S. domestic corporation for U.S. federal income tax purposes under Section 7874 of the Code and be subject to U.S. tax on its worldwide income. The Company has not sought or obtained an opinion of legal counsel or a ruling from the IRS regarding the treatment of the Company as a U.S. domestic corporation. Accordingly, there can be no assurance that the IRS will not challenge the treatment of the Company as a U.S. domestic corporation or that the U.S. courts will uphold the status of the Company as a U.S. domestic corporation in the event of an IRS challenge. This summary assumes that the Company will be treated as a U.S. domestic corporation for U.S. federal income tax purposes.
General U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of Common Shares by U.S. Holders
Distributions on Common Shares
The Company does not intend to pay any dividends on the Common Shares in the foreseeable future. In the event that the Company pays dividends on the Common Shares, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution in gross income as a dividend to the extent of the current or accumulated "earnings and profits" of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated "earnings and profits" of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and thereafter as gain from the sale or exchange of such shares taxable as described under "Sale or Other Taxable Disposition of Common Shares" below. Subject to applicable limitations and requirements, dividends received on the Common Shares generally should be eligible for the “dividends received deduction” available to corporate shareholders.
A dividend paid to a U.S. Holder who is an individual, estate or trust by the Company generally will be taxed at the preferential tax rates applicable to long-term capital gains if certain holding period and other requirements are met. The dividend rules are complex and each U.S. Holder should consult its own tax advisor regarding the application of such rules.
Sale or Other Taxable Disposition of Common Shares
Upon the sale or other taxable disposition of Common Shares, a U.S. Holder generally will recognize a capital gain or loss in an amount equal to the difference between (i) the amount of cash plus the fair market value of any property received and (ii) such U.S. Holder’s tax basis in the shares sold or otherwise disposed of. Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the shares have been held for more than one year.
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Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.
Receipt of Foreign Currency
Amounts paid to a U.S. Holder in foreign currency generally will be equal to the U.S. dollar value of such distribution based on the exchange rate applicable on the date of receipt. A U.S. Holder that does not convert foreign currency received into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt. Such U.S. Holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S. dollars), which generally would be treated as U.S. source ordinary income for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting.
Additional Tax on Passive Income
Individuals, estates and certain trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on "net investment income" including, among other things, dividends and net gain from disposition of property (other than property held in certain trades or businesses). U.S. Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of Common Shares.
Backup Withholding and Information Reporting
Information reporting requirements generally will apply to payments of dividends on Common Shares and to the proceeds of a sale of Common Shares paid to a U.S. Holder unless the U.S. Holder is an exempt recipient (such as a corporation). Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Common Shares will generally be subject to information reporting and backup withholding tax, at the rate of 28%, if a U.S. Holder (i) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (ii) furnishes an incorrect U.S. taxpayer identification number, (iii) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (iv) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. U.S. Holders should consult with their own tax advisors regarding the information reporting and backup withholding rules.
General U.S. Tax Consequences Related to the Ownership and Disposition of Common Shares by Non-U.S. Holders
Distributions on Common Shares
The Company does not intend to pay any dividends on the Common Shares in the foreseeable future. In the event that the Company pays dividends on the Common Shares, a non-U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to treat such distribution as a dividend to the extent of the current or accumulated "earnings and profits" of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated "earnings and profits" of the Company, such distribution will be treated (i) as a tax-free return of capital to the extent of a non-U.S. Holder’s tax basis in the Common Shares and (ii) thereafter as gain from the sale or exchange of such shares.
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Any amount treated as a dividend generally will be subject to withholding tax at a 30% gross rate, subject to any exemption or lower rate under an applicable treaty if the non-U.S. Holder provides the Company with a properly executed IRS Form W-8BEN or W-8BEN-E, unless the non-U.S. Holder instead supplies a properly executed IRS Form W-8ECI (or other applicable form) relating to income effectively connected with the conduct of a trade or business within the U.S. To the extent a distribution from the Company is treated as a dividend effectively connected with the conduct of a trade or business within the U.S. and includible in the non-U.S. Holder’s gross income, it will not be subject to the withholding tax (assuming proper certification and disclosure), but instead will be subject to U.S. federal income tax on a net income basis at applicable graduated individual or corporate rates. Any such effectively connected income received by a non-U.S. corporation may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate, subject to any exemption or lower rate as may be specified by an applicable income tax treaty.
A non-U.S. Holder who wishes to claim the benefit of an applicable treaty rate or exemption is required to satisfy certain certification and other requirements. If a non-U.S. Holder is eligible for an exemption from or a reduced rate of U.S. withholding tax pursuant to an income tax treaty, it may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Amounts taxable to a non-U.S. Holder as gain from the sale or exchange of Common Shares will be taxable as described under "Sale or Other Taxable Disposition of Common Shares" below.
Sale or Other Taxable Disposition of Common Shares
In general, a non-U.S. Holder of Common Shares will not be subject to U.S. federal income tax on gain recognized from a sale, exchange, or other taxable disposition of such shares, unless one of the circumstances described below exist.
If the gain is effectively connected with a U.S. trade or business carried on by the non-U.S. Holder (and, where an income tax treaty applies, is attributable to U.S. permanent establishment of the non-U.S. Holder), such holder will be subject to tax on the net gain derived from the sale or other taxable disposition of Common Shares under regular graduated U.S. federal income tax rates. If a non-U.S. Holder is a non-U.S. corporation, it will be subject to tax on its net gain from such a sale or other taxable disposition generally in the same manner as if it were a U.S. person as defined under the Code and, in addition, it may be subject to the branch profits tax at a gross rate equal to 30% of its effectively connected earnings and profits for that taxable year, subject to any exemption or lower rate as may be specified by an applicable income tax treaty.
If a non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of disposition and certain other conditions are met, such holder will be subject to tax at a rate of 30% (or subject to any exemption or lower rate as may be specified by an applicable income tax treaty) on the gain derived from the sale or other taxable disposition of Common Shares even though such holder is not considered a resident of the U.S. The amount of such gain may be offset by the non-U.S. Holder’s U.S. source capital losses.
If the Common Shares qualify as a "United States real property interest" ("USRPI"), gain from the sale or disposition of a non-U.S. Holder’s shares will be subject to special U.S. federal income tax rules applicable to dispositions of U.S. real estate by foreign persons. If at any time during the shorter of the non-U.S. Holder’s holding period or the 5-year period ending on the date of disposition of the Common Shares, the Company (or a predecessor entity) qualifies as a "United States Real Property Holding Corporation" ("USRPHC"), a non-U.S. Holder will be treated as having disposed of a USRPI and, thus, will be subject to U.S. federal net income tax on gain from a sale of Common Shares at graduated rates as if the gain or loss were effectively connected with the conduct of a U.S. trade or business unless an exception applies for shares of a USRPHC which are "regularly traded on an established securities market" within the meaning of Section 897 of the Code (the "Regularly Traded Exception"). A "USRPHC" is a U.S. domestic corporation whose trade or business and real property assets consist primarily of USRPIs. For purposes of these rules, a "USRPI" includes land, buildings and other improvements, growing crops and timber, and mines, wells and other natural deposits (including, oil and gas properties and mineral deposits) located in the United States as well as equity interests in a USRPHC.
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Under the Regularly Traded Exception, a disposition of stock of a USRPHC that is regularly traded on an established securities market will only be subject to U.S. federal income taxation in the case of a person who, directly or constructively, at any time during the five year period ending on the date of the disposition of stock, held more than 5% of that class of stock. There can be no assurance that the Common Shares will satisfy the Regularly Traded Exception at any particular point in the future.
The Company does not believe that it is currently a USRPHC for U.S. federal income tax purposes, though it could become a USRPHC in the future. Non-U.S. Holders are urged to consult with their own tax advisors regarding the consequences if the Company is, has been or will be a USRPHC.
Information Reporting and Withholding
Generally, the Company must report annually to the IRS and to non-U.S. Holders the amount of dividends paid to non-U.S. Holders and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which a non-U.S. Holder resides under the provisions of an applicable income tax treaty.
In general, a non-U.S. Holder will not be subject to backup withholding with respect to payments of dividends paid, provided the Company receives a statement meeting certain requirements to the effect that the non-U.S. Holder is not a U.S. person and that the Company does not have actual knowledge or reason to know that the holder is a U.S. person, as defined under the Code, that is not an exempt recipient. The requirements for the statement will be met if (i) the non-U.S. Holder provides its name and address and certifies, under penalty of perjury, that it is not a U.S. person (which certification may be made on IRS Form W-8BEN or W-8BEN-E) or (ii) a financial institution holding the instrument on behalf of the non-U.S. Holder certifies, under penalty of perjury, that such statement has been received by it and furnishes the Company or its paying agent with a copy of the statement. In addition, a non-U.S. Holder will be subject to information reporting and, depending on the circumstances, backup withholding with respect to payments of the proceeds of a sale of Common Shares within the U.S. or conducted through certain U.S.-related financial intermediaries, unless the statement described above has been received, and the Company does not have actual knowledge or reason to know that a holder is a U.S. person, as defined under the Code, or that it is not an exempt recipient, or the non-U.S. Holder otherwise establishes an exemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. Holder’s U.S. federal income tax liability provided the required information is furnished timely to the IRS.
Sections 1471 through 1474 of the Code (commonly referred to as “FATCA”) impose a reporting regime and potentially a 30% withholding tax on certain payments made to or through (i) a “foreign financial institution” (as specifically defined in the Code) that does not enter into an agreement with the IRS to provide the IRS with certain information in respect of its account holders and investors or (ii) a “non-financial foreign entity” (as specifically defined in the Code) that does not provide sufficient information with respect to its substantial U.S. owners (if any). The United States has entered into, and continues to negotiate, intergovernmental agreements (each, an "IGA") with a number of other jurisdictions to facilitate the implementation of FATCA. An IGA may significantly alter the application of FATCA and its information reporting and withholding requirements with respect to any particular investor.
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FATCA withholding may apply to payments of dividends in respect of the Common Shares and, in the case of a sale or other disposition of Common Shares occurring after December 31, 2018, the gross proceeds of such sale or other disposition if the payee does not provide documentation (typically IRS Form W-9 or the relevant IRS Form W-8) providing the required information or establishing compliance with, or an exemption from, FATCA. FATCA is particularly complex and its application remains uncertain. Non-U.S. Holders should consult their own tax advisors regarding how these rules may apply in their particular circumstances.
(2) Certain Canadian Federal Income Tax Considerations
The following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder, as amended (collectively, the "Tax Act"), generally applicable to a holder who, for the purposes of the Tax Act and at all relevant times, holds common shares in the capital of the Company (the "Common Shares") as capital property and deals at arm’s length with, and is not affiliated with, the Company (a "Holder"). Common Shares will generally be considered to be capital property to a Holder unless the Holder holds such Common Shares in the course of carrying on a business of buying and selling securities or has acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.
This summary is not applicable to a Holder: (i) with respect to whom the Company is or will be a "foreign affiliate" within the meaning of the Tax Act, (ii) that is a "financial institution" for the purposes of the mark-to-market rules under the Tax Act, (iii) an interest in which is a "tax shelter" or a "tax shelter investment" as defined in the Tax Act, (iv) that is a "specified financial institution" as defined in the Tax Act, (v) who has made a "functional currency" election under section 261 of the Tax Act, or (vi) that has entered into, with respect to the Common Shares, a “derivative forward agreement” as that term is defined in the Tax Act. Any such Holder should consult its own tax advisor.
This summary is based on the current provisions of the Tax Act and an understanding of the published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") released prior to the date hereof. This summary takes into account all proposed amendments to the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) ("Finance") prior to the date hereof (the "Proposed Amendments") and assumes that such Proposed Amendments will be enacted in the form proposed, although no assurance can be given that the Proposed Amendments will be enacted in their current form or at all. Except for the Proposed Amendments, this summary does not take into account or anticipate any other changes in law or any changes in the CRA’s administrative policies and assessing practices, whether by judicial, governmental or legislative action or decision, nor does it take into account other federal or any provincial, territorial or foreign tax legislation or considerations, which may differ from the Canadian federal income tax considerations described herein.
For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of securities (including dividends, adjusted cost base and proceeds of disposition) must generally be expressed in Canadian dollars. Amounts denominated in foreign currencies must be converted into Canadian dollars generally based on the exchange rate quoted by the Bank of Canada for noon on the date such amounts arise or such other rate of exchange as is acceptable to the Minister of National Revenue (Canada).
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This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations are made with respect to the income tax considerations applicable to any particular Holder. Accordingly, prospective Holders are urged to consult their own tax advisors about the specific tax consequences to them of acquiring, holding and disposing of Common Shares.
Residents of Canada
The following discussion applies to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times, is resident in Canada (a "Resident Holder").
Dividends on Common Shares
A Resident Holder will be required to include in computing such Holder’s income for a taxation year the amount of dividends, if any, received on Common Shares. Gentor is not a "taxable Canadian corporation". Therefore, dividends received on Common Shares by a Resident Holder who is an individual will not be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from taxable Canadian corporations. A Resident Holder that is a corporation will not be entitled to deduct the amount of dividends received on Common Shares in computing its taxable income.
Disposition of Common Shares
A disposition or deemed disposition of Common Shares by a Resident Holder will generally result in a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of the disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Common Shares immediately before the disposition. See "Taxation of Capital Gains and Capital Losses" below.
Taxation of Capital Gains and Capital Losses
Generally, one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder will be included in the Resident Holder’s income for the year of disposition. One-half of any capital loss (an "allowable capital loss") realized by a Resident Holder in a taxation year is required to be deducted by the Holder against taxable capital gains in that year (subject to, and in accordance with, the provisions of the Tax Act). Any excess of allowable capital losses over taxable capital gains of a Resident Holder realized in a taxation year may be carried back up to three taxation years or forward indefinitely and deducted against net taxable capital gains realized in such years, to the extent and under the circumstances provided in the Tax Act.
Capital gains realized by an individual or trust, other than certain specified trusts, may give rise to a liability for alternative minimum tax under the Tax Act.
Offshore Investment Fund Property Rules
The Tax Act contains provisions (the "OIF Rules") which, in certain circumstances, may require a Resident Holder to include an amount in income in each taxation year in respect of the acquisition and holding of Common Shares if (1) the value of such Common Shares may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in: (i) shares of the capital stock of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (viii) rights or options to acquire or dispose of any of the foregoing, or (ix) any combination of the foregoing (collectively, "Investment Assets"); and (2) it may reasonably be concluded that one of the main reasons for the Resident Holder acquiring, holding or having the Common Shares was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act if the income, profits and gains had been earned directly by the Resident Holder.
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In making this determination, the OIF Rules provide that regard must be had to all of the circumstances, including (i) the nature, organization and operation of any non-resident entity, including the Company, and the form of, and the terms and conditions governing, the Resident Holder’s interest in, or connection with, any such non-resident entity, (ii) the extent to which any income, profit and gains that may reasonably be considered to be earned or accrued, whether directly or indirectly, for the benefit of any such non-resident entity, including the Company, are subject to an income or profits tax that is significantly less than the income tax that would be applicable to such income, profits and gains if they were earned directly by the Resident Holder, and (iii) the extent to which any income, profits and gains of any such non-resident entity, including the Company, for any fiscal period are distributed in that or the immediately following fiscal period.
If applicable, the OIF Rules can result in a Resident Holder being required to include in its income for each taxation year in which such Resident Holder owns the Common Shares the amount, if any, by which (i) an imputed return based on the Resident Holder’s “designated cost” (as defined in the Tax Act) of the Common Shares exceeds (ii) any dividends or other amounts included in computing such Holder’s income for the year (other than a capital gain) in respect of the Common Shares determined without reference to the OIF Rules. Any amount required to be included in computing a Resident Holder’s income under these provisions will be added to the adjusted cost base of the Common Shares.
The OIF Rules are complex and their application will potentially depend, in part, on the reasons for a Resident Holder acquiring or holding Common Shares. Resident Holders should consult their own tax advisors regarding the application and consequences of the OIF Rules in their own particular circumstances.
Foreign Property Information Reporting
A Resident Holder that is a "specified Canadian entity" for a taxation year or a fiscal period and whose total "cost amount" of "specified foreign property" (as such terms are defined in the Tax Act), including Common Shares, at any time in the year or fiscal period exceeds Cdn$100,000 will be required to file an information return with the CRA for the year or period disclosing prescribed information in respect of such property. Substantial penalties may apply where a Resident Holder fails to file the required information return in respect of its specified foreign property on a timely basis in accordance with the Tax Act.
The foreign information reporting rules in the Tax Act are complex and this summary does not purport to address all circumstances in which reporting may be required by a Resident Holder. Resident Holders should consult their tax advisors regarding these rules.
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Additional Refundable Tax
A Resident Holder that is, throughout the relevant taxation year, a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay a refundable tax of 6 2⁄3% (proposed to be increased to 10 2⁄3%) of its “aggregate investment income” (as defined in the Tax Act), including any taxable capital gains realized, or dividends received or deemed to be received by the Resident Holder (other than certain dividends or deemed dividends that are deductible in computing taxable income).
Shareholders Not Resident in Canada
The following discussion applies to a Holder who: (i) has not been, is not, and will not be resident or deemed to be resident in Canada for purposes of the Tax Act or any applicable tax treaty; and (ii) does not and will not use or hold, and is not and will not be deemed to use or hold, Common Shares in connection with, or in the course of, carrying on a business in Canada (a "Non-Resident Holder"). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere. Such Non-Resident Holders should consult their own tax advisors.
Dividends on Common Shares
Dividends paid in respect of Common Shares to a Non-Resident Holder will not be subject to Canadian withholding tax or other income tax under the Tax Act.
Disposition of Common Shares
A Non-Resident Holder who disposes or is deemed to dispose of Common Shares will not be subject to Canadian income tax in respect of any capital gain realized on the disposition unless such Common Shares constitute "taxable Canadian property" for the purposes of the Tax Act and no exemption is available under an applicable income tax convention between Canada and the jurisdiction in which the Non-Resident Holder is resident.
Generally, Common Shares will not be taxable Canadian property at a particular time to a Non-Resident Holder provided that the Common Shares are listed on a designated stock exchange (which includes the TSX-V) at that time, unless at any time during the sixty month period immediately preceding the disposition of the Common Shares by such Non-Resident Holder, the Non-Resident Holder, persons not dealing at arm’s length with such Non-Resident Holder, or the Non-Resident Holder together with all such persons, owned not less than 25% of the issued shares of any class or series of the capital stock of the Company and at that time more than 50% of the value of such shares was attributable to resource properties or real properties situated in Canada. The Company has advised that based on the historical and contemplated assets of the Company, the Common Shares should not be taxable Canadian property to a Non-Resident Holder.
F. Dividends and Paying Agents
This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.
G. Statement By Experts
This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.
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H. Documents on Display
The documents referred to and/or incorporated by reference in this Form 20-F can be viewed at the office of the Company at 1 First Canadian Place, 100 King Street West, Suite 7070, Toronto, Ontario, M5X 1E3, Canada. The Company is required to file financial statements and other information with the securities regulatory authorities in each of the Canadian provinces of Ontario, British Columbia and Alberta, electronically through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), which can be viewed at www.sedar.com. The Company is subject to the informational requirements of the U.S. Exchange Act and files reports and other information with the SEC. You may read and copy any of the Company’s reports and other information at, and obtain copies upon payment of prescribed fees from, the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C., U.S., 20549. In addition, the SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
I. Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk.
See Note 11 to the Company's audited consolidated financial statements as at and for the financial years ended December 31, 2016 and 2015 filed as part of this Form 20-F.
Item 12. Descriptions of Securities Other than Equity Securities
Not applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies. Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.
14.A.-B. Modifications to the Rights of Security Holders
In February 2012, the Company completed a corporate reorganization, as a result of which Gentor’s corporate jurisdiction was moved from Florida to the Cayman Islands. This corporate reorganization was carried out by a two-step process involving a merger of Gentor Resources, Inc. (the Florida company) with and into its wholly-owned Wyoming subsidiary, followed by a continuation of the surviving company into the Cayman Islands. Accordingly, the rights of the Company’s common shares became governed by its memorandum and articles of association and the laws of the Cayman Islands. The rights attaching to each common share remained substantially equivalent. For a detailed comparison of shareholder rights under the laws of Florida and under the laws of the Cayman Islands, you may refer to the section titled "Material Differences of the Rights of Our Shareholders After the Reorganization" in the Company’s Information Circular/Proxy Statement filed as Exhibit 99.3 to the Form 8-K of the Company filed on January 11, 2012, which section is incorporated herein by reference.
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14.C.
Not applicable.
14.D.
Not applicable.
14.E. Use of Proceeds
Not applicable.
Item 15. Controls and Procedures.
| (a) |
Disclosure Controls and Procedures |
Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the U.S. Exchange Act) for the year ended December 31, 2016. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the U.S. Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms.
In addition, the Company's Chief Executive Officer and Chief Financial Officer have determined that the disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed under the U.S. Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
| (b) |
Management’s Annual Report on Internal Control over Financial Reporting |
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Exchange Act. The Company's management has employed a framework consistent with U.S. Exchange Act Rule 13a-15(c), to evaluate the Company's internal control over financial reporting described below. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the design and operation of the Company's internal control over financial reporting as of December 31, 2016 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2016 and no material weaknesses were discovered.
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| (c) |
Attestation Report of the Registered Public Accounting Firm |
This Form 20-F does not include an attestation report of the Company’s independent auditors regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent auditors as the Company qualifies as a non-accelerated filer.
| (d) |
Changes in Internal Control over Financial Reporting |
There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2016, that management believes have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company's management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 16. [Reserved]
Item 16.A. Audit Committee Financial Expert
The Company's Board has determined that William R. Wilson satisfies the requirements as an audit committee financial expert, in that he has an understanding of generally accepted accounting principles and financial statements; is able to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that can reasonably be expected to be raised by the Company's financial statements (or experience actively supervising one or more persons engaged in such activities); has an understanding of internal controls over financial reporting; and has an understanding of audit committee functions.
Mr. Wilson is also independent within the meaning of Section 803A of the NYSE MKT LLC Company Guide and Rule 10A-3 of the U.S. Exchange Act (although the Company’s common shares are not listed on the NYSE MKT LLC but are quoted on the OTC Pink).
Item 16.B. Code of Ethics.
The Company has adopted a code of business conduct and ethics for directors, officers and employees (including the Company’s principal executive officer, principal financial officer and principal accounting officer) (the "Code"). A copy of the Code is incorporated by reference into this Form 20-F as Exhibit 11.1. A copy of the Code may also be obtained from the Chief Financial Officer of the Company at (416) 366-2221 and is also available on SEDAR at www.sedar.com, EDGAR at www.sec.gov and the Company's website at www.gentorresources.com. Each director, officer and employee of the Company is provided with a copy of the Code and is required to confirm annually that he or she has complied with the Code. Any observed breaches of the Code must be reported to the Company's Chief Executive Officer.
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No amendment was made to the Code during the Company's most recently completed financial year and no waiver from a provision of the Code was granted by the Company during the Company's most recently completed financial year.
In accordance with the articles of association of the Company, a director of the Company may only be (a) a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested, or (b) interested in another corporation in which the Company is interested, if the director discloses the nature and extent of his interest to the other directors of the Company and such other directors resolve to approve the director’s interest. In addition, in certain cases, an independent committee of the Company's Board may be formed to deliberate on such matters in the absence of the interested party.
The Company has also adopted a "whistleblower" policy which provides employees, consultants, officers and directors with the ability to report, on a confidential and anonymous basis, violations within the Company's organization including, (but not limited to), questionable accounting practices, disclosure of fraudulent or misleading financial information, instances of corporate fraud, or harassment. The Company believes that providing a forum for such individuals to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical business conduct.
Item 16.C. Principal Accountant Fees and Services
Principal Accountant Fees and Services
The following summarizes the total fees billed by the external auditors of the Company (UHY McGovern Hurley LLP (formerly McGovern, Hurley, Cunningham, LLP)) with respect to each of the years ended December 31, 2016 and December 31, 2015. All dollar amounts are exclusive of applicable taxes.
| 2016 | 2015 | |||
| Audit Fees | US$29,047 | US$28,800 | ||
| Audit-Related Fees | - | - | ||
| Tax Fees | - | - | ||
| All Other Fees | - | - |
In accordance with existing Audit Committee policy and the requirements of the Sarbanes-Oxley Act of 2002, all services to be provided by the external auditors of the Company are subject to pre-approval by the Audit Committee. This includes audit services, audit-related services, tax services and other services. In some cases, pre-approval is provided by the full Audit Committee for up to a year, and relates to a particular category or group of services and is subject to a specific budget. All of the fees listed above have been approved by the Audit Committee.
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Item 16.D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16.E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
The Company did not purchase any of its common shares during the financial year ended December 31, 2016.
Item 16.F. Change in Registrant's Certifying Accountant
At the Company’s request, the Company’s former independent auditor, Deloitte LLP, resigned effective April 8, 2016 and McGovern, Hurley, Cunningham, LLP (now named UHY McGovern Hurley LLP) was engaged as the Company’s new independent auditor effective April 8, 2016. The disclosure required pursuant to this Item 16.F was included in the Company’s Current Report on Form 6-K furnished with the SEC on April 18, 2016, including Exhibits 99.1, 99.2 and 99.3, which are hereby incorporated by reference into this Form 20-F.
Item 16.G. Corporate Governance
Not applicable.
Item 16.H. Mine Safety Disclosure
Not applicable.
PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
The financial statements appear on pages F-1 through F-29.
Item 19. Exhibits
The following exhibits are filed as part of this Form 20-F:
| EXHIBIT | |
| NUMBER | DESCRIPTION |
| 1.1 |
Memorandum and articles of association of the Company (incorporated by reference from Exhibit 99.2 to the Company’s Form 6-K filed on March 9, 2012) |
|
| |
| 4.1 |
Company's Stock Option Plan (incorporated by reference from Exhibit 4.2 to the Company’s Form 20-F filed on April 30, 2012) |
|
| |
| 8.1 |
List of subsidiaries (incorporated by reference from Exhibit 8.1 from the Company’s Form 20-F filed on May 2, 2016) |
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| 11.1 | Company's Business Conduct Policy (incorporated by reference from the Company’s Form 10-Q for the Quarter Ending September 30, 2011) |
| 11.2 | Whistleblower Policy (incorporated by reference from the Company’s Form 10-Q for the Quarter Ending September 30, 2011) |
| 12.1 | Certification of the President and Chief Executive Officer of the Company pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| 12.2 | Certification of the Chief Financial Officer of the Company pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| 13.1 | Certification of the President and Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 13.2 | Certification of the Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 15.1 | Management's discussion and analysis of the Company for the year ended December 31, 2016 |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Date: April 28, 2017.
GENTOR RESOURCES INC.
(Registrant)
| By: | (signed) "Arnold T. Kondrat" |
| Arnold T. Kondrat | |
| President and Chief Executive Officer |
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 |
| GENTOR RESOURCES INC. |
| CONSOLIDATED FINANCIAL STATEMENTS |
| For the years ended December 31, 2016 and 2015 |
| (Stated in US dollars) |
GENTOR RESOURCES INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Gentor Resources Inc.
We have audited the accompanying consolidated balance sheets of Gentor Resources Inc. and subsidiaries (an exploration stage corporation) (the “Company”) as at December 31, 2016 and December 31, 2015, and the related consolidated statements of operations, cash flows and shareholders' deficiency for the years ended December 31, 2016 and December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Gentor Resources Inc. at December 31, 2016 and December 31, 2015 and the results of its operations and its cash flows for the years ended December 31, 2016 and December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
The consolidated financial statements of Gentor Resources Inc. for the year ended December 31, 2014 were audited by other auditors, who expressed an unmodified opinion on those statements on April 30, 2015.
The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 – Nature of Operations and Going Concern of the consolidated financial statements, the Company’s recurring losses from operations, negative working capital and deficit accumulated during the exploration stage raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ UHY McGovern Hurley LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
April 27, 2017
F-2
| Deloitte LLP |
| Bay Adelaide East |
| 22 Adelaide Street West |
| Suite 200 |
| Toronto ON M5H 0A9 |
| Canada |
| Tel: (416) 601-6150 |
| Fax: (416) 601-6610 |
| www.deloitte.ca |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Gentor
Resources Inc.
(An exploration stage corporation)
We have audited the accompanying consolidated balance sheet of Gentor Resources Inc. and subsidiaries (an exploration stage corporation) (the “Company”) as at December 31, 2014, and the related consolidated statements of operations, cash flows and shareholders' deficiency for the years ended December 31, 2014 and December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2014, and the results of their operations and their cash flows for the years ended December 31, 2014 and December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
F-3
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 – Nature of Operations and Going Concern of the consolidated financial statements, the Company's recurring losses from operations, negative working capital and deficit accumulated during the exploration stage raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Chartered Professional Accountants
Licensed Public
Accountants
Toronto, Canada
April 30, 2015
F-4
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| CONSOLIDATED BALANCE SHEETS |
| (Stated in US dollars) |
| As at | As at | |||||
| December 31, | December 31, | |||||
| 2016 | 2015 | |||||
| ASSETS | ||||||
| Current | ||||||
| Cash | $ | 17,287 | $ | 129,065 | ||
| Prepaids and advances (note 3) | 11,271 | 13,820 | ||||
| Due from related parties (note 6) | 41,734 | 49,165 | ||||
| Total current assets | 70,292 | 192,050 | ||||
| Capital assets (note 5) | 763 | 11,672 | ||||
| Mineral properties (note 4) | - | - | ||||
| Total assets | $ | 71,055 | $ | 203,722 | ||
| LIABILITIES | ||||||
| Current | ||||||
| Accounts payable | $ | 302,315 | $ | 324,507 | ||
| Accrued liabilities | 161,047 | 120,000 | ||||
| Due to related parties (note 6) | 228,248 | 97,691 | ||||
| Total current liabilities | 691,610 | 542,198 | ||||
| Common share purchase warrants liability (note 9d) | - | 10,863 | ||||
| Total liabilities | $ | 691,610 | $ | 553,061 | ||
| SHAREHOLDERS' DEFICIENCY | ||||||
| Authorized 500,000,000 Common Shares, $0.0001 per share par value (note 9a) Issued and outstanding 95,253,840 Common Shares (December 31, 2015 - 95,253,840) (note 9b) |
9,525 | 9,525 | ||||
| Additional paid-in capital | 42,604,878 | 42,601,670 | ||||
| Deficit accumulated during the exploration stage | (43,234,958 | ) | (42,960,534 | ) | ||
| Total shareholders' deficiency | (620,555 | ) | (349,339 | ) | ||
| Total liabilities and shareholders' deficiency | $ | 71,055 | $ | 203,722 |
Going concern (note 1)
See accompanying notes to the consolidated financial statements.
F-5
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Stated in US dollars) |
| For the year ended | For the year ended | For the year ended | |||||||
| December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||
| Expenses | |||||||||
| Field camps expenses | $ | 25,654 | $ | 188,522 | $ | 393,159 | |||
| Geophysics | - | 18,905 | - | ||||||
| Geochemistry | - | - | 2,891 | ||||||
| Drilling | - | 93,138 | - | ||||||
| Consulting fees – related parties | 108,432 | 111,655 | 131,736 | ||||||
| Consulting fees – others | - | 32,357 | - | ||||||
| Professional fees | 74,728 | 114,038 | 266,042 | ||||||
| General and administrative expenses | 122,837 | 329,933 | 321,808 | ||||||
| Depreciation | 10,909 | 50,450 | 46,981 | ||||||
| Net operating loss | (342,560 | ) | (938,998 | ) | (1,162,617 | ) | |||
| Other income | 57,272 | 2,290 | 2,209 | ||||||
| Gain on common share purchase warrants (note 9d) | $ | 10,863 | $ | 755,862 | $ | 105,739 | |||
| Net loss from continuing operations | (274,425 | ) | (180,846 | ) | (1,054,669 | ) | |||
| Net loss from discontinued operations | - | - | (107,956 | ) | |||||
| Net loss and comprehensive loss | $ | (274,425 | ) | $ | (180,846 | ) | $ | (1,162,625 | ) |
| Basic and diluted loss per common share from continuing operations | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) |
| Basic and diluted loss per common share from discontinued operations | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
| Basic and diluted loss per common share (note 9e) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) |
| Weighted average number of basic and diluted common shares outstanding (note 9e) | 95,253,840 | 90,116,854 | 73,633,292 |
See accompanying notes to the consolidated financial statements.
F-6
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Stated in US dollars) |
| For the year ended | For the year ended | For the year ended | |||||||
| December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||
| CASH PROVIDED BY (USED IN) | |||||||||
| Operating activities: | |||||||||
| Net loss | $ | (274,425 | ) | $ | (180,846 | ) | $ | (1,162,625 | ) |
| Adjustments required to reconcile net loss with net cash used in operating activities | |||||||||
| Depreciation | 10,909 | 50,450 | 46,981 | ||||||
| Gain on common share purchase warrants | (10,863 | ) | (755,862 | ) | (105,739 | ) | |||
| Loss from discontinued operation | - | - | 12,621 | ||||||
| Stock based compensation | 3,208 | 28,600 | 64,171 | ||||||
| Changes in non-cash working capital balances | |||||||||
| Prepaids and advances | 2,549 | 7,311 | 51,677 | ||||||
| Due from related parties | 7,431 | (23,935 | ) | (25,230 | ) | ||||
| Accounts payable | (22,191 | ) | 96,667 | (329,490 | ) | ||||
| Accrued liabilities | 41,047 | (88,529 | ) | (12,487 | ) | ||||
| Cash used in operating activities | (242,335 | ) | (866,144 | ) | (1,460,121 | ) | |||
| Financing activities | |||||||||
| Due to related parties | 130,557 | (48,813 | ) | (180,634 | ) | ||||
| Proceeds from private placement | - | 749,430 | 1,101,926 | ||||||
| Cash provided by financing activities | 130,557 | 700,617 | 921,292 | ||||||
| Investing activities | |||||||||
| Proceeds from sale of discontinued operations | - | - | 800,000 | ||||||
| Purchase of capital assets | - | - | (1,631 | ) | |||||
| Return of a certificate of deposit | - | - | 10,000 | ||||||
| Cash provided by investing activities | - | - | 808,369 | ||||||
| Net (decrease) increase in cash | (111,778 | ) | (165,527 | ) | 269,540 | ||||
| Cash, beginning of the year | 129,065 | 294,592 | 30,709 | ||||||
| Less: cash from discontinued operations | - | - | (5,657 | ) | |||||
| Cash, end of the year | $ | 17,287 | $ | 129,065 | $ | 294,592 |
See accompanying notes to the consolidated financial statements.
F-7
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIENCY |
| For the year ended December 31, 2016 |
| (Stated in US dollars) |
| Common | Total | ||||||||||||||
| Number of | shares | Additional paid-in | Accumulated | shareholders' | |||||||||||
| common shares | amount | capital | deficit | deficiency | |||||||||||
| Balance at January 1, 2014 | 62,753,840 | $ | 6,275 | $ | 41,533,256 | $ | (41,617,063 | ) | $ | (77,532 | ) | ||||
| Shares issued at Cdn $0.0525 per share on | |||||||||||||||
| January 29, 2014 (note 9b) | 7,500,000 | 750 | - | - | 750 | ||||||||||
| Shares issued at Cdn $0.075 per share on | |||||||||||||||
| February 20, 2014 (note 9b) | 2,000,000 | 200 | 81,160 | - | 81,360 | ||||||||||
| Shares issued at Cdn $0.06 per share on | |||||||||||||||
| August 27, 2014 (note 9b) | 3,000,000 | 300 | 89,313 | - | 89,613 | ||||||||||
| Shares issued at Cdn $0.10 per share on | |||||||||||||||
| October 3, 2014 (note 9b) | 5,000,000 | 500 | 313,920 | - | 314,420 | ||||||||||
| Stock-based compensation expense (note 9c) | - | - | 64,171 | - | 64,171 | ||||||||||
| Net loss for the year | - | - | - | (1,162,625 | ) | (1,162,625 | ) | ||||||||
| Balance at December 31, 2014 | 80,253,840 | $ | 8,025 | $ | 42,081,820 | $ | (42,779,688 | ) | $ | (689,843 | ) | ||||
| Shares issued at Cdn $0.06 per share on May | |||||||||||||||
| 6, 2015 (note 9b), net of costs | 15,000,000 | 1,500 | 491,250 | - | 492,750 | ||||||||||
| Stock-based compensation expense (note 9c) | - | - | 28,600 | - | 28,600 | ||||||||||
| Net loss for the year | - | - | - | (180,846 | ) | (180,846 | ) | ||||||||
| Balance at December 31, 2015 | 95,253,840 | $ | 9,525 | $ | 42,601,670 | $ | (42,960,534 | ) | $ | (349,339 | ) | ||||
| Stock-based compensation expense (note 9c) | - | - | 3,208 | - | 3,208 | ||||||||||
| Net loss for the year | - | - | - | (274,425 | ) | (274,425 | ) | ||||||||
| Balance at December 31, 2016 | 95,253,840 | $ | 9,525 | $ | 42,604,878 | $ | (43,234,958 | ) | $ | (620,555 | ) |
See accompanying notes to the consolidated financial statements.
F-8
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| 1. |
NATURE OF OPERATIONS AND GOING CONCERN |
|
NATURE OF OPERATIONS | |
|
Gentor Resources Inc. (the “Company”), a Cayman Islands corporation, is an exploration stage corporation formed for the purpose of prospecting and developing mineral properties. | |
|
The business of exploring for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits and to construct mining and processing facilities. | |
|
Although the Company has taken steps to verify title to the properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. The Company’s properties may be subject to unregistered prior agreements, unregistered claims, aboriginal claims and regulatory, environmental and social requirements. | |
|
GOING CONCERN | |
|
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2016 the Company had a net loss of $274,425 (2015 – $180,846), a deficit accumulated during the exploration stage of $43,234,958 as at December 31, 2016 (December 31, 2015 – $42,960,534), and a working capital deficiency of $621,318 as at December 31, 2016 (December 31, 2015 - $350,148). | |
|
The Company intends to fund operations through equity financing arrangements. Such financings may be insufficient to fund its capital expenditure, working capital and other cash requirements. The Company’s continued existence is dependent upon it emerging from the exploration stage, obtaining additional financing to continue operations, exploring and developing mineral properties and the discovery, development and sale of ore reserves. | |
|
These circumstances represent material uncertainties which cast substantial doubt on the Company’s ability to continue on a going concern basis. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Such adjustments may be material. |
F-9
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| 2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (``US GAAP``). |
| a) |
BASIS OF CONSOLIDATION | |
|
The Company’s consolidated financial statements include the accounts of the Company and its wholly- owned subsidiary Gentor International Limited (“Gentor International”). Gentor International was incorporated on December 12, 2011 under the laws of the British Virgin Islands. All of the outstanding shares of Gentor Resources Limited, which was incorporated on November 19, 2009 under the laws of the British Virgin Islands and changed its name from APM Mining Limited on April 30, 2010 following its acquisition by the Company on March 8, 2010, were sold by the Company in July 2014 and therefore its operations have been presented as a discontinued operation. Intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. | ||
| b) |
MINERAL PROPERTIES AND EXPLORATION COSTS | |
|
Exploration costs pertaining to mineral properties with no proven reserves are charged to operations as incurred. When it is determined that mineral properties can be economically developed as a result of establishing proven and probable reserves, costs incurred to develop such properties are capitalized. Such costs will be depreciated using the units-of-production method over the estimated life of the proven and probable reserves. The Company is in the exploration stage and has not yet realized any revenue from its planned operations. All exploration expenditures are expensed as incurred. | ||
| c) |
CAPITAL ASSETS | |
|
Capital assets are recorded at cost less accumulated depreciation. Depreciation is recorded as follows: |
| Vehicle | - | Straight line basis over a range of two to four years | |
| Mining equipment | - | Straight line basis over four years | |
| Office equipment | - | Straight line basis over four years | |
| Furniture and fixtures | - | 20% declining balance basis | |
| Building | - | Straight line basis over five years |
| d) |
ASSET IMPAIRMENT | |
|
The Company monitors events and changes in circumstances, which may require an assessment of the recoverability of its long-lived assets. If required, the Company would assess recoverability using estimated undiscounted future operating cash flows of the related asset or asset grouping. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the carrying amount of an asset is not recoverable, an impairment loss is recognized in operations, measured by comparing the carrying amount of the asset to its fair value. No impairment losses were recorded during the years ended December 31, 2016, 2015 and 2014. |
F-10
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| e) |
ASSET RETIREMENT OBLIGATIONS | |
|
The fair value of the liability of an asset retirement obligation is recorded when it is incurred and the corresponding increase to the asset is depreciated over the estimated life of the asset. The liability is periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the asset retirement obligation. The Company has not identified or recorded any asset retirement obligations on its balance sheet as at December 31, 2016 and 2015. | ||
| f) |
STOCK-BASED COMPENSATION | |
|
The Company has a stock option plan, which is described in note 9(c). The Company uses the fair value method of accounting for stock options granted to directors, officers and employees whereby the fair value of options granted measured at the grant date is recorded as a compensation expense in the financial statements on a straight line basis over the requisite employee service period (usually the vesting period). Compensation expense on stock options granted to non-employees is measured at the earlier of the completion of performance and the date the options are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received. Any consideration paid by directors, officers, employees and consultants on exercise of stock options or purchase of shares is credited to capital stock. Shares are issued from treasury upon the exercise of stock options. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For 2014, 2015 and 2016, the Company estimated that all options previously granted will vest. As the stock options are exercisable in Canadian dollars, and the Company’s securities trade on a Canadian exchange, stock options are determined to be equity instruments. | ||
| g) |
CASH | |
|
Cash consists of bank balances. The Company maintains cash in bank deposit accounts in Canada that at times may exceed Canadian federally insured limits. The Company has not experienced any losses in such accounts. |
F-11
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| h) |
FOREIGN EXCHANGE | |
|
The Company’s functional and reporting currency is United States dollars. The functional currency of the foreign operations is United States dollars. Amounts in other than the functional currency are translated as follows: monetary assets and liabilities are translated at the spot rates of exchange in effect at the end of the period; non-monetary items are translated at historical exchange rates in effect on the dates of the transactions. Revenues and expense items are translated at average rates of exchange in effect during the period, except for depreciation, which is translated at its corresponding historical rate. Realized and unrealized exchange gains and losses are included in the consolidated statements of operations. | ||
| i) |
USE OF ESTIMATES | |
|
The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from management's best estimates as additional information becomes available in the future. The Company bases its estimates and assumptions on historical experience, current facts, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Significant estimates and assumptions include those related to the recoverability of capital assets, estimation of deferred income taxes, tax loss recoverability, useful lives of depreciable assets, and fair value estimates for stock options and common share purchase warrants. | ||
| j) |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
|
Financial Instruments | ||
|
The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to- maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount. | ||
|
Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in operations. |
F-12
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
Fair Value
The Company follows “Accounting Standards Codification” ASC 820-10 Fair Value Measurements and Disclosures for its financial assets and financial liabilities that are re-measured and reported at fair value at each reporting period.
Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable in the market such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity. For the years ended December 31, 2016, 2015 and 2014 common share purchase warrants denominated in Canadian dollars were recognized as fair value derivative instruments.
Derivative Financial Instruments
The Company reviews the terms of its equity instruments and other financing arrangements to determine whether or not there are embedded derivative instruments that are required to be accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services.
Derivative financial instruments are measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to profit or loss. For warrant-based derivative financial instruments, the Company uses the Black-Scholes option pricing model to estimate fair value of the derivative instruments. For more complex derivative financial instruments, the Company uses acceptable pricing models to estimate fair value of the derivative instrument.
The classification of derivative instruments, including whether or not such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
F-13
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| k) |
INCOME TAXES | |
|
Deferred income taxes are reported for temporary differences between items of income or expense reported in the financial statements and those reported for income tax purposes, which require the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, and for the tax loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred taxes for the estimated future tax effects attributable to deductible temporary differences and loss carryforwards when realization is more likely than not. The deferred taxes for the Company amount to nil at the balance sheet date. | ||
|
ASC 740, “Income Taxes” requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not of being sustained upon examination and on the technical merits of the position. At December 31, 2016 and 2015, the Company has no material unrecognized tax benefits. The Company does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months. | ||
| l) |
LOSS PER SHARE | |
|
Basic loss per share calculations are based on the weighted-average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated using the treasury method. The treasury method assumes that outstanding stock options and warrants with an average exercise price below market price of the underlying shares are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price of the common shares for the period. | ||
| m) |
DISCONTINUED OPERATION | |
|
A discontinued operation is a component of the Company’s business, the operations and cash flows of which can be clearly distinguished from the rest of the operations. It represents a separate line of business or geographic area of operation that the Company has sold or made a plan to sell. When an operation is classified as a discontinued operation, the Company’s comparative consolidated financial statements must be re-presented as if the operation had been discontinued from the start of the comparative year and shown on the balance sheet as assets held for sale. During the year ended December 31, 2014, the Company sold its operations in Oman. | ||
| n) |
ACCOUNTING CHANGES | |
|
During 2016, the Company adopted new standards, interpretations, amendments and improvements of existing standards including: |
F-14
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| 1. |
Accounting Standard Update (“ASU”) No.2015-01, “Income Statement – Extraordinary and Unusual Items (Subtopic 225-20)”. This new standard and change did not have any material impact on the Company’s consolidated financial statements. | |
| 2. |
ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205- 40)”. Please refer to Note 1 for disclosure regarding the entity’s ability to continue as a going concern. |
| o) |
ACCOUNTING PRONOUNCEMENTS NOT YET EFFECTIVE | |
|
Certain new standards, interpretations, amendments and improvements to existing standards were issued that are mandatory for accounting periods beginning after January 1, 2016 or later. Updates that are not applicable or are not consequential to the Company have been excluded. | ||
|
In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2015-17 require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier adoption is permitted. The Company is currently presenting deferred tax liabilities and assets as noncurrent items on the consolidated balance sheets. Accordingly, the Company does not expect the adoption of ASU 2015-17 to have a material impact on the Company’s financial reporting and disclosures. | ||
|
In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. This update provides areas for simplification for several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company did not implement early adoption of this update and is currently evaluating its impact on its consolidated financial statements. | ||
|
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. This update provides guidance on specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company did not implement early adoption of this update and is currently evaluating its impact on its consolidated financial statements. |
F-15
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| 3. |
PREPAIDS AND ADVANCES |
|
The prepaids and advances consist of $11,271 for advances as at December 31, 2016 (December 31, 2015 - $13,604 advances and $216 for prepaid insurance). | |
| 4. |
MINERAL PROPERTIES |
|
Turkey Project | |
|
Following the identification by the Company of several surface gossans in distal volcanogenic massive sulphide (VMS) settings, the Company negotiated two joint venture option agreements with local Turkish entities. The first option agreement (the “Karaburun Option”) was signed with the first local partner for a 50% share of three permits in the Boyabat area in northern Turkey and the second option agreement was signed with a second local partner for a 50% interest in three additional permits in the Boyabat area in northern Turkey. The second option agreement expired unexercised on May 15, 2014. | |
|
In September 2014, the Company announced that it had acquired a new licence (the “Karaburun Licence”) as a result of a government tender process, which licence covers the remaining portion of the Karaburun VMS prospect, the southern part of which was covered by the Karaburun Option. In December 2014, the Company received the final forestry drill permit from the Ministry of Forestry and Water Resources in Turkey to undertake its planned Phase 1 diamond drilling program at the Karaburun project, which drilling program commenced in 2015. During 2015, the Company terminated the Karaburun Option. The Company continues to hold the Karaburun Licence. |
F-16
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| 5. |
CAPITAL ASSETS |
| December 31, 2016 | Accumulated | Net Book | ||||||||
| Cost | Depreciation | Value | ||||||||
| Mining Equipment | $ | 49,432 | $ | (49,432 | ) | $ | - | |||
| Office Equipment | 49,600 | (49,156 | ) | 444 | ||||||
| Furniture and Fixtures | 1,906 | (1,587 | ) | 319 | ||||||
| Building | 440,329 | (440,329 | ) | - | ||||||
| $ | 541,267 | $ | (540,504 | ) | $ | 763 |
| December 31, 2015 | Accumulated | Net Book | ||||||||
| Cost | Depreciation | Value | ||||||||
| Vehicle | $ | 27,543 | $ | (27,543 | ) | $ | - | |||
| Mining Equipment | 49,430 | (39,546 | ) | 9,884 | ||||||
| Office Equipment | 49,600 | (48,449 | ) | 1,151 | ||||||
| Furniture and Fixtures | 1,906 | (1,270 | ) | 636 | ||||||
| Building | 440,329 | (440,329 | ) | - | ||||||
| $ | 568,808 | $ | (557,136 | ) | $ | 11,672 |
| 6. |
RELATED PARTY TRANSACTIONS |
|
As of December 31, 2016, an amount of $217,763 (December 31, 2015 - $44,615) was owed to Arnold Kondrat, a director, Chief Executive Officer and President of the Company, which includes both management fees in arrears and advances. | |
|
As of December 31, 2016, an amount of $10,485 (December 31, 2015 - nil) was owed to Delrand Resources Limited, a company with common directors, for the payment of general and administrative expenses by Delrand. | |
|
As of December 31, 2016, an amount of $41,734 (December 31, 2015 - $48,838) was owed from Loncor Resources Inc., a company with common directors, for the payment of general and administrative expenses by the Company. | |
|
All of the above related party transactions are in the normal course of operations and are unsecured, non-interest bearing, due on demand, and measured at the exchange amount as determined by management. |
F-17
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| 7. |
REPORTABLE SEGMENTS |
|
The operations of the Company are located in two geographic locations: Turkey and Canada. The Company’s corporate office is located in Canada and is not an operating segment. The Company has only one reportable segment, a mineral exploration project in Turkey. |
| As at | December 31, | December 31, | |||||
| 2016 | 2015 | ||||||
| Turkey – capital assets | $ | 319 | $ | 10,724 | |||
| Canada – capital assets | 444 | 948 | |||||
| Total | $ | 763 | $ | 11,672 |
| 8. |
DISCONTINUED OPERATION |
|
On July 15, 2014, the Company closed the sale to Savannah Resources plc (the "Purchaser"), an arm’s length party, of the Company's properties in Oman (the “Oman Sale”). The Purchaser is a mineral exploration company listed on the Alternative Investment Market in London. The Oman Sale was effected by way of the sale by the Company to the Purchaser of all of the outstanding shares of the British Virgin Islands company, Gentor Resources Limited ("Oman Holdco"). Prior to the Oman Sale, Oman Holdco was a wholly-owned subsidiary of the Company and the interests of the Company in the Oman properties had been held through Oman Holdco. | |
|
The loss on sale of discontinued operation was determined as follows: |
| Cash consideration received | $800,000 | |
| Net assets disposed: | ||
| Cash | 5,657 | |
| Capital assets | 6,964 | |
| Mineral rights | 800,000 | |
| 812,621 | ||
| Loss on sale of discontinued operation | 12,621 |
The consideration for the Oman Sale was comprised of a cash payment of $800,000 paid to the Company on the closing of the Oman Sale, together with the following deferred consideration:
| (a) |
The sum of $1,000,000, payable to the Company upon a formal final investment decision being made to proceed with the development of a mine at the Block 5 project in Oman. |
F-18
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| (b) |
The sum of $1,000,000, payable to the Company upon the production of the first saleable concentrate or saleable product from ore derived from the Block 5 project in Oman. | |
| (c) |
The sum of $1,000,000, payable to the Company within six months of the payment of the deferred consideration in (b) above. | |
| (d) |
The Purchaser may elect to pay up to 50% of the above deferred consideration by the issue of shares of the Purchaser to the Company. |
As at December 31, 2014, the deferred consideration was not included in the gain/loss on sale of discontinued operation. Management will continue to reassess the value of the deferred consideration on a periodic basis and include any changes in the statement of operations as a part of discontinued operation. The Company has accounted for contingent consideration based on when cash is received.
The results of the discontinued operation were as follows:
| Total discontinued operation | 2014 | |
| – Statement of comprehensive loss | ||
| Expenses | ||
| Field camp expenses | - | |
| Surveying | - | |
| Geophysics | - | |
| Geochemistry | - | |
| Geology | - | |
| Drilling | - | |
| Professional fees | 2,072 | |
| Environmental testing | - | |
| General and administrative | 85,951 | |
| Gain on sale of capital assets | - | |
| Impairment of mineral properties | - | |
| Depreciation | 7,312 | |
| Net loss before discontinuing operation1 | 95,335 | |
| Loss on sale of discontinued operation | 12,621 | |
| Net loss from discontinued operation | 107,956 |
1 In 2014, this loss represents the activity prior to the sale on July 15, 2014.
F-19
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
Cash flows from the discontinued operation were:
| For the | ||||
| period | ||||
| ended July | ||||
| 15, 2014 | ||||
| CASH PROVIDED BY (USED IN) | ||||
| Operating activities: | ||||
| Net loss from discontinued operation | $ | (107,956 | ) | |
| Adjustments required to reconcile net loss with net cash used in operating activities | ||||
| Impairment of mineral properties | - | |||
| Depreciation | 7,312 | |||
| Gain on sale of capital assets | - | |||
| Loss from discontinued operation | 12,621 | |||
| Stock based compensation - employees | 3,196 | |||
| Changes in non-cash working capital balances | ||||
| Prepaids and advances | 2,980 | |||
| Due from related parties | - | |||
| Accounts payable | (213,461 | ) | ||
| Cash used in operating activities | (295,308 | ) | ||
| Financing activities | ||||
| (Repayment to)/advance from parent | (501,834 | ) | ||
| Cash(used in)/provided by financing activities | (501,834 | ) | ||
| Investing activities | ||||
| Proceeds from sale of capital assets | - | |||
| Proceeds from sale of discontinued operation | 800,000 | |||
| Cash provided by investing activities | 800,000 | |||
| Net increase/(decrease) in cash | 2,858 | |||
| Cash, beginning of the period | 2,799 | |||
| Cash balance included in net assets disposed | (5,657 | ) | ||
| Cash, end of the period | $ | - |
F-20
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| 9. |
SHARE CAPITAL |
| a) |
Authorized Share Capital | |
|
The authorized share capital of the Company consists of 500,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote and no holder of the common shares shall be entitled to any right of cumulative voting. | ||
| b) |
Issued Share Capital | |
|
On January 29, 2014, the Company closed a non-brokered private placement of 7,500,000 units at a price of $0.0474 (Cdn$0.0525) per unit for gross proceeds of $355,596 (Cdn$393,750). Each such unit was comprised of one common share of the Company and one warrant of the Company, with each such warrant entitling the holder to purchase one common share of the Company at a price of $0.063 (Cdn$0.07) for a period of two years. Arnold T. Kondrat, a director and currently Chief Executive Officer and President of the Company, was the purchaser of all of the said units. | ||
|
On February 20, 2014, the Company closed a non-brokered arm’s length private placement of 2,000,000 units at a price of $0.068 (Cdn$0.075) per unit for gross proceeds of $135,150 (Cdn$150,000). Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of $0.0901 (Cdn$0.10) for a period of two years. | ||
|
On August 27, 2014, the Company closed a non-brokered private placement of 3,000,000 units of the Company at a price of $0.056 (Cdn$0.06) per unit for gross proceeds of $163,926 (Cdn$180,000). Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of $0.07 (Cdn$0.075) for a period of two years. Arnold T. Kondrat, a director and Chief Executive Officer and President of the Company, was the purchaser of all of said units. | ||
|
On October 3, 2014, the Company closed a non-brokered private placement of 5,000,000 units of the Company at a price of $0.089 (Cdn$0.10) per unit for gross proceeds to the Company of $447,254 (Cdn$500,000). Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of $0.13 (Cdn$0.15) for a period of one year. A director of the Company purchased 1,000,000 of the said units and an officer of the Company purchased 500,000 of the said units. | ||
|
On May 6, 2015, the Company closed a non-brokered private placement of 15,000,000 units of the Company at a price of $0.05 (Cdn$0.06) per unit for gross proceeds of $749,430 (Cdn$900,000), of which $492,750 was allocated to shares and $256,680 was allocated to warrants. Each such unit was comprised of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of $0.083 (Cdn$0.10) for a period of two years (see notes 9(d) and 11(d)). Directors and officers of the Company purchased 10,100,000 of the said units. |
F-21
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
|
As of December 31, 2016, the Company had outstanding 95,253,840 (December 31, 2015 – 95,253,840) common shares. | ||
| c) |
Stock-Based Compensation | |
|
On December 14, 2011, the Company established a new stock option plan (the “New Plan”). In establishing the New Plan, the Company’s board of directors also provided that no additional awards will be made under the Company’s 2010 Performance and Equity Incentive Plan (the “2010 Plan”) and terminated the 2010 Plan effective upon the exercise, expiry, termination or cancellation of all of the outstanding stock options that were granted under the 2010 Plan. Stock options may be granted under the New Plan from time to time by the board of directors of the Company to such directors, officers, employees and consultants of the Company or a subsidiary of the Company, and in such numbers, as are determined by the board at the time of the granting of the stock options. The number of common shares of the Company reserved from time to time for issuance to optionees pursuant to stock options granted under the New Plan shall not exceed 11,000,000 common shares. The exercise price of each stock option granted under the New Plan shall be determined in the discretion of the board of directors of the Company at the time of the granting of the stock option, provided that the exercise price shall not be lower than the last closing price of the Company’s common shares on the TSX Venture Exchange prior to the date the stock option is granted. | ||
|
On May 23, 2014, 1,680,000 stock options were granted under the New Plan. Each such stock option entitles the holder to purchase one common share of the Company at a purchase price of $0.14 (Cdn$0.15) for a period of 5 years. The options vest at a rate of 25% on each six-month anniversary of the grant date. | ||
|
The following table summarizes the stock option information for the years ended December 31, 2016, 2015 and 2014: |
F-22
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| Weighted | |||||||||||||
| Weighted | average | ||||||||||||
| average | Weighted | remaining | |||||||||||
| Number of | exercise | average fair | contractual | ||||||||||
| options | price ($Cdn) | value ($Cdn) | life (in years) | ||||||||||
| Closing Balance, January 1, 2014 | 1,425,000 | 0.90 | 0.89 | 2.13 | |||||||||
| Granted | 1,680,000 | 0.15 | 0.06 | ||||||||||
| Forfeited | (675,000 | ) | 0.75 | 0.92 | |||||||||
| Closing Balance, December 31, 2014 | 2,430,000 | 0.42 | 0.31 | 3.40 | |||||||||
| Expired | (300,000 | ) | 0.75 | 1.30 | |||||||||
| Closing Balance, December 31, 2015 | 2,130,000 | 0.38 | 0.17 | 2.85 | |||||||||
| Expired | (100,000 | ) | |||||||||||
| Forfeited | (780,000 | ) | 0.63 | 0.27 | |||||||||
| Closing Balance, December 31, 2016 | 1,250,000 | 0.15 | 0.06 | 2.64 | |||||||||
| December 31, 2016 | |||||||||||||
| Vested | 1,250,000 | 0.15 | 0.06 | 2.64 | |||||||||
| Unvested | - | - | - | - | |||||||||
| December 31, 2015 | |||||||||||||
| Vested | 1,722,500 | 0.43 | 0.19 | 2.72 | |||||||||
| Unvested | 407,500 | 0.15 | 0.06 | 3.39 |
|
During the year ended December 31, 2016, the Company recognized as stock-based compensation expense (included in general and administrative expenses) $3,208 (2015 - $28,600; 2014 - $64,171 of which $3,196 was reflected in loss from discontinued operations). This amount was credited accordingly to additional paid-in capital in the balance sheet. As at December 31, 2016, the unrecognized stock based compensation expense is $nil (December 31, 2015 - $3,394, weighted average life of 3.39 years). | ||
|
The Black-Scholes option-pricing model is used to estimate values of all stock options granted based on the following assumptions for the options granted in 2014: | ||
| (i) |
Risk-free interest rate: 1.57%, which is based on the Bank of Canada benchmark bonds, average yield 5 year rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options | |
| (ii) |
Expected volatility: 102.04%, which is based on the Company’s historical stock prices | |
| (iii) |
Expected life: 5 years | |
| (iv) |
Expected dividends: $Nil |
F-23
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| d) |
Canadian Dollar Common Share Purchase Warrants | |
|
As at December 31, 2016, the Company had outstanding and exercisable Canadian dollar common share purchase warrants entitling the holders to purchase a total of 7,500,000 common shares of the Company (December 31, 2015 – 17,500,000), as set out in the following table: |
| Number of | Remaining | ||||||||||||
| shares | $ U.S. Exercice | Exercise period | contractual life | ||||||||||
| Issue Date | issuable | price | (months) | (months) | |||||||||
| May 6, 2015 (1) | 7,500,000 | $ | 0.083 | 24 | 4 |
| (1) |
The exercise price for the Canadian dollar common share purchase warrants is Cdn$0.10 for one share and converted at day of issue. |
|
As of December 31, 2016, the weighted average fair value per Canadian dollar common share purchase warrants was $nil (December 31, 2015 - $0.001). | ||
|
The Black-Scholes option-pricing model was used to estimate values of the Canadian dollar common share purchase warrants granted based on the following assumptions: | ||
| (i) |
Risk-free interest rate: 0.75%, which is based on the Bank of Canada benchmark bonds yield 2 year rate in effect at the time of grant for bonds with maturity dates at the estimated term of the warrants | |
| (ii) |
Expected volatility: 130%, which is based on the average of the Company’s selected peers historical stock prices | |
| (iii) |
Expected life: 0.35 years | |
| (iv) |
Expected dividends: $Nil | |
|
During the year ended December 31, 2016, $10,863 was recorded as a gain on the revaluation for the derivative financial instruments. During the year ended December 31, 2015, $755,862 was recorded as a gain on the revaluation for the derivative financial instruments. During the year ended December 31, 2014, $26,456 was recorded as a loss on initial recognition of the issuance of warrants and $132,195 was recorded as a gain on the subsequent revaluation for the derivative financial instruments. |
| Fair Value at | Fair Value at | Fair Value at | |||||||||||||||||||||||
| Number of | Fair value on | (Gain)/loss on | December 31, | (Gain)/loss on | December 31, | (Gain)/loss on | December 31, | ||||||||||||||||||
| Issue date | warrants | issuance | derivatives | 2014 | derivatives | 2015 | derivatives | 2016 | |||||||||||||||||
| January 29, 2014 | 7,500,000 | $ | 381,334 | (25,759 | ) | $ | 355,575 | (355,575 | ) | $ | - | - | $ | - | |||||||||||
| February 20, 2014 | 1,000,000 | $ | 53,790 | (15,172 | ) | $ | 38,618 | (38,618 | ) | $ | - | - | $ | - | |||||||||||
| August 27, 2014 | 1,500,0001 | $ | 74,313 | 15,033 | $ | 89,345 | (88,001 | ) | $ | 1,344 | (1,344 | ) | $ | - | |||||||||||
| October 03, 2014 | 2,500,000 | $ | 132,804 | (106,297 | ) | $ | 26,507 | (26,507 | ) | $ | - | - | $ | - | |||||||||||
| May 06, 2015 | 7,500,000 | $ | 256,680 | - | $ | - | (247,161 | ) | $ | 9,519 | (9,519 | ) | $ | - | |||||||||||
| 11,500,000 | 463,797 | (132,195 | ) | 510,045 | (755,862 | ) | 10,863 | (10,863 | ) | - |
1 Warrants expired on August 27, 2016.
F-24
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| e) |
Loss Per Share | |
|
Basic and diluted loss per share was calculated on the basis of the weighted average number of common shares outstanding for the year ended December 31, 2016, amounting to 95,253,840 common shares (year ended December 31, 2015 – 90,116,854 and year ended December 31, 2014 - 73,633,292). 1,250,000 stock options (2015 - 2,130,000 and 2014 -2,430,000) and 7,500,000 warrants (2015 – 17,500,000 and 2014 - 12,500,000) were not included in the weighted average number of diluted common shares outstanding as they were anti-dilutive. |
| 10. |
INCOME TAXES |
|
A reconciliation of the U.S. federal statutory tax of 34% to the total provision is as follows: |
| Year ended December 31, | 2016 | 2015 | 2014 | |||||||
| Loss for the year | $ | 274,425 | $ | 180,846 | $ | 1,162,626 | ||||
| Recovery of income tax at statutory tax rate | 91,624 | 61,488 | 395,293 | |||||||
| Foreign tax rate differential | 680 | (53,894 | ) | (59,081 | ) | |||||
| Income (Losses) not subject to tax | 3,693 | 256,993 | - | |||||||
| Expenses not deductible for tax | (56 | ) | (667 | ) | (113 | ) | ||||
| Capital Loss on sale of Subsidiary | - | 2,809,770 | 4,876,036 | |||||||
| Others | (204,762 | ) | (236,157 | ) | (176,765 | ) | ||||
| Change in valuation allowance | 108,821 | (2,837,533 | ) | (5,035,371 | ) | |||||
| - | - | - |
The significant components of deferred income taxes consist of the following:
| As at December 31, | 2016 | 2015 | 2014 | |||||||
| Deferred tax asset | ||||||||||
| Non-capital loss carryforwards | $ | 4,586,813 | $ | 4,685,529 | $ | 4,661,550 | ||||
| Capital loss carryforwards | 8,683,468 | 8,683,468 | 5,873,699 | |||||||
| Investments | - | - | - | |||||||
| Capital assets | 56,437 | 62,700 | 62,385 | |||||||
| Others | 153,513 | 163,899 | 160,429 | |||||||
| Total: | $ | 13,480,231 | $ | 13,595,596 | $ | 10,758,062 | ||||
| Valuation allowance | (13,480,231 | ) | (13,595,596 | ) | (10,758,062 | ) |
During the year ended December 31, 2016, the Company incurred net losses and, therefore, has no provision for income taxes. No income tax benefit has been recorded because it is more likely than not that the recoverability of such assets would not be realized through known future revenue sources. The net deferred tax asset generated by the loss carryforward has been fully reserved.
F-25
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
The U.S. net operating loss net of unrecognized tax benefit, available to be applied against future years’ taxable income is as follows at December 31, 2016. If not utilized, these U.S. income tax losses will expire as follows:
| 2025 | $ | 97,637 | ||
| 2026 | 223,603 | |||
| 2027 | 1,874,027 | |||
| 2028 | 3,340,280 | |||
| 2029 | 406,098 | |||
| 2030 | 952,212 | |||
| 2031 | 1,552,580 | |||
| 2032 | 1,482,729 | |||
| 2033 | 864,640 | |||
| 2034 | 667,373 | |||
| 2035 | 520,362 | |||
| 2036 | 238,250 | |||
| Total: | $ | 12,219,791 |
The U.S. capital loss available to be applied against future years’ capital gain is $25,539,612 at December 31, 2016. If not utilized, these U.S. capital losses will expire in 2019.
Turkish net operating loss carryforwards were $432,084 at December 31, 2016 ($611,806 at December 31, 2015). If unused, they will expire between 2018 and 2020.
The following is a reconciliation of the total amounts of unrecognized tax benefits:
| 2016 | 2015 | 2014 | ||||||||
| Unrecognized tax benefit - January 1 | $ | 213,309 | $ | 213,309 | $ | 213,309 | ||||
| Gross increases - tax positions in prior period | - | - | - | |||||||
| Gross decreases - tax positions in prior period | - | - | - | |||||||
| Gross increases - tax positions in current period | - | - | - | |||||||
| Settlement | - | - | - | |||||||
| Lapse of statute of limitation | - | - | - | |||||||
| Unrecognized tax benefit - December 31 | $ | 213,309 | $ | 213,309 | $ | 213,309 |
F-26
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
The Company would recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. Interest is not accrued on unrecognized tax benefit that can be offset with tax losses. The Company did not accrue penalties and interest historically or during 2016.
The Company is subject to taxation in the US and various foreign jurisdictions. As of December 31, 2016 the Company’s tax years from 2010 to 2015 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2016, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2010.
| 11. |
FINANCIAL RISK MANAGEMENT |
| a) |
FOREIGN CURRENCY RISK | |
|
Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Canadian dollars and Turkish lira. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign currency gains or losses are reflected as a separate component in the consolidated statement of operations. The Company has not used derivatives instruments to reduce its exposure to foreign currency risk. | ||
|
The following table indicates the impact of foreign currency risk on net working capital as at December 31, 2016. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Turkish lira and the Canadian dollar as identified which would have increased (decreased) the Company’s net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Turkish Lira and the Canadian dollar would have had an equal but opposite effect as at December 31, 2016. |
| Canadian | Turkish | ||||||
| Dollar | Lira | ||||||
| Cash | $ | 838 | $ | 91,778 | |||
| Prepaids and advances | - | 39,819 | |||||
| Accounts payable | (45,877 | ) | (2,407 | ) | |||
| Accrued liabilities | - | - | |||||
| Total foreign currency working capital | (45,039 | ) | 129,190 | ||||
| US$ exchange rate at December 31, 2016 | 0.7448 | 0.2831 | |||||
| Total foreign currency net working capital in US$ | (33,545 | ) | 36,573 | ||||
| Impact of a 10% strengthening of the US$ on net loss | (3,354 | ) | 3,657 |
F-27
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| b) |
MARKET RISK | |
|
Market risk is the potential for financial loss from adverse changes in underlying market factors, including foreign-exchange rates, commodity prices and stock based compensation costs. | ||
| c) |
TITLE RISK | |
|
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mining properties. Although the Company investigates title to all mineral properties for which it holds rights, the Company cannot give any assurance that title to such properties will not be challenged or impugned and cannot be certain that it will have valid title to its mineral properties. | ||
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Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims, aboriginal claims, and non- compliance with regulatory and environmental requirements. The Company’s assets may also be subject to increases in taxes and royalties, renegotiation of contracts, expropriation of properties, currency exchange fluctuations and restrictions and political uncertainty. | ||
| d) |
DISCLOSURES OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | |
|
At December 31, 2016 and 2015, the carrying values of the Company’s cash, accounts payable and accrued liabilities approximate fair value. | ||
|
The fair value of warrants (note 9d) is included in the hierarchy as follows: |
| 31-Dec-16 | ||||||||||
| Liabilities: | Level 1 | Level 2 | Level 3 | |||||||
| Canadian dollar common share purchase warrants |
- |
$ nil |
- |
| 31-Dec-15 | ||||||||||
| Liabilities: | Level 1 | Level 2 | Level 3 | |||||||
| Canadian dollar common share purchase warrants |
- |
$ 10,863 |
- |
F-28
| GENTOR RESOURCES INC. |
| (An Exploration Stage Company) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| (Stated in US dollars) |
| For the years ended December 31, 2016, 2015 and 2014 |
| 12. |
ENVIRONMENTAL CONTINGENCY |
|
The Company’s exploration and evaluation activities are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its activities are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. |
F-29
